WHEREAS the Company has heretofore been formed as a limited liability company
under the Delaware Limited Liability Company Act (6 Del. C. Section 18-101,
etseq., as amended from time to time (the "Delaware
Act")) pursuant to the filing of the Certificate of Formation;

WHEREAS Beckett Member, as sole member of the Company (in such capacity, the
"Initial Member"), executed a limited liability company agreement
effective as of [ 143], 2012 (the "Original LLC Agreement"); and

WHEREAS the Initial Member of the Company wishes to amend and restate such
Existing LLC Agreement to reflect the addition of an Additional Member (as
defined below) and to reflect other terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Members hereby continue the
Company pursuant to and in accordance with the Delaware Act, as provided herein,
and hereby agree to amend and restate the Original LLC Agreement as follows:

ARTICLE I

Defined Terms

SECTION 1.01. Definitions. Unless the context otherwise requires, the
terms defined in this Article I shall, for the purposes of this Agreement, have
the meanings herein specified.

"Additional Issuance Price" shall mean, in connection with any
issuance of Additional Membership Interests, (i) the total consideration paid
for such Additional Membership Interests (or, in the case of a deemed issuance
of Additional Membership Interests as described in Section 3.04(c), the exercise
or conversion price of the Options or Convertible Securities giving rise to such
deemed issuance), divided by (ii) the number of Common Membership Interests
issued, or deemed issued pursuant to Section 3.04(c), as Additional Membership
Interests in connection with such issuance.

1

"Additional Membership Interests" shall mean any Membership Interests
issued by the Company after the date hereof other than: (i) except for purposes
of Section 3.05(b), in connection with any Initial Public Offering or Qualified
Distribution, (ii) pursuant to any present or future employee, officer or
director benefit plan or program of or assumed by the Company or any of its
Subsidiaries, (iii) in connection with any merger, consolidation, acquisition
for stock, business combination or any similar extraordinary transaction, (iv)
the issuance of Common Membership Interests as a dividend or distribution to all
or substantially all holders of Common Membership Interests, or a subdivision or
combination of Common Membership Interests or a reclassification of (or similar
action with respect to) Common Membership Interests into a greater or lesser
number of Common Membership Interests or (v) Equity Incentive Reimbursement
Issuances.

"Adjusted Capital Account Balance" shall mean, with respect to any
Member, the balance in such Member153s Capital Account after giving effect to the
following adjustments:

(i) debits to such Capital Account of the items described in Sections
1.704-1(b)(2)(ii)(d)(4) through (6) of the Treasury Regulations; and

(ii) credits to such Capital Account of such Member153s share of minimum gain
or Member Nonrecourse Liability minimum gain or any amount which such Member
would be required to restore under this Agreement or otherwise.

The foregoing definition of Adjusted Capital Account Balance is intended to
comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations.

"Adjusted Capital Account Deficit" shall mean, with respect to any
Member, the deficit balance, if any, in such Member153s Adjusted Capital Account
Balance as of the end of the relevant taxable period or portion thereof.

"Affiliate" shall mean, with respect to any Person, any other Person
that directly or through one or more intermediaries, controls, is controlled by
or is under common control with, the specified Person. As used in this
definition, the term "control" (including with correlative meanings, "controls",
"controlled by" and "under common control with") shall mean, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of such Person, whether through
ownership of securities or partnership, membership, limited liability company or
other ownership interests, by contract or otherwise. For purposes of this
Agreement, neither the Company nor any entity controlled, directly or
indirectly, by the Company shall be an Affiliate of any Member.

"Agreement" shall have the meaning set forth in the preamble hereof.

2

"Appraiser" shall have the meaning set forth in Section 7.06(b).

"Barnes&Noble" shall have the meaning set forth in the preamble
hereof.

"Beckett Entity" shall mean (a) Barnes&Noble, (b) Beckett Member,
(c) any Affiliate of Barnes&Noble to whom any Beckett Entity Transfers all
or any part of its Membership Interests in accordance with Section 8.05(a) and
(d) any Intermediate Subsidiary, in each case for so long as any such Beckett
Entity holds, directly or indirectly, any Membership Interests.

"Board of Managers" shall have the meaning set forth in Section
4.01(a).

"Business Day" shall mean any day other than (a) a Saturday or Sunday
and (b) any day on which banks located in New York City are authorized or
required by applicable law to be closed for the conduct of regular banking
business.

"Capital Account" shall have the meaning set forth in Section 6.01(a).

"Capital Contribution" shall mean any capital contribution made by a
Member of the Company.

"Certificate of Formation" shall mean the Certificate of Formation of
the Company filed on [ 143], 2012, and any and all amendments thereto and
restatements thereof filed on behalf of the Company with the office of the
Secretary of State of the State of Delaware pursuant to the Delaware Act.

"Change of Control" shall mean the occurrence of any of the following
events: (a) any transaction in which Barnes&Noble ceases to own, directly or
indirectly, at least 50% of the voting power of the Company (other than an
Initial Public Offering or Qualified Distribution), (b) any disposition of all
or substantially all of the assets of the Company and (c) at any time that
Barnes&Noble owns, directly or indirectly, at least 50% of the voting power
of the Company, any transaction in which a person or entity that is not a
Permitted Holder acquires stock of Barnes&Noble entitled to exercise a
majority of the voting power of Barnes&Noble.

"Change of Control Effective Date" shall have the meaning set forth in
Section 7.04(a).

"Change of Control Payment" shall have the meaning set forth in
Section 7.04(a).

"Change of Control Sale" shall have the meaning set forth in Section
7.04(a).

"Closing Date" shall mean the date hereof.

"Closing Price" of a security on any date of determination shall mean
the closing sale price or, if no closing sale price is reported, the last
reported sale price, of the shares of such security on the Eligible Exchange on
which such security is listed or quoted on such date, or if no closing sale
price is reported, the last reported sale price on the Eligible Exchange, or if
such security is not so listed or quoted on an Eligible Exchange, the last
quoted bid price for such security in the over-the-counter market as reported by
Pink Sheets LLC or a similar organization, or, if that bid price is not
available, the market price of such security on that date as determined by a
nationally recognized investment banking firm (unaffiliated with the Company)
retained by the Company for such purpose.

3

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Commercial Agreement" shall mean the Commercial Agreement dated as of
April 27, 2012 among the Company, Barnes&Noble and Microsoft Corporation.

"Common Membership Interests" shall mean the common limited liability
company interests of the Company having the terms and conditions specified in
this Agreement and which shall be evidenced by certificates in the form of
Exhibit B hereto.

"Company" shall have the meaning set forth in the preamble hereof.

"Company Common Stock" shall mean the common stock or other common
equity interests of the Issuer sold in an Initial Public Offering or distributed
in a Qualified Distribution.

"Company Formation Transactions" shall have the meaning assigned to
"NewCo Formation Transactions" in the Investment Agreement

"Company Notice of Redemption" shall have the meaning set forth in
Section 7.05(c).

"Company Optional Redemption Date" shall have the meaning set forth in
Section 7.05(b)(ii).

"Conversion Date" shall have the meaning set forth in Section 3.04(b).

"Conversion Price" shall have the meaning set forth in Section
3.04(a).

"Conversion Rate" shall have the meaning set forth in Section 3.04(a).

"Convertible Securities" shall mean, with respect to a security, any
evidences of indebtedness, or other securities convertible into or exchangeable
for such security (including, with respect to Common Membership Interests,
Series A Preferred Membership Interests); provided that if such security
is a Common Membership Interest, such security would, if issued following the
date hereof, constitute Additional Membership Interests.

"Covered Person" shall have the meaning set forth in Section 3.07(b).

4

"Current Market Price" per share or other applicable unit of any
security as of a Record Date for any issuance, distribution, dividend or other
action, shall mean the arithmetic average of the VWAP per share or other
applicable unit of such security, for each of the ten consecutive full Trading
Days ending on the Trading Day before the Record Date with respect to such
issuance, distribution, dividend or other action, appropriately adjusted to take
into account the occurrence during such period of any event described in Section
3.05(c).

"Delaware Act" shall have the meaning set forth in the recitals
hereto.

"Distributed Entity" shall mean any Subsidiary of the Company
distributed in a Distribution Transaction.

"Distributed Property" shall have the meaning set forth in Section
3.05(c)(iv).

"Distribution Ratio" shall mean the number of shares (or fraction of a
share) of a Distributed Entity received in respect of or in exchange for, as
applicable, a share of Company Common Stock in the Distribution Transaction.

"Distribution Transaction" shall mean any transaction by which a
Subsidiary of the Company ceases to be a Subsidiary of the Company by reason of
the distribution of such Subsidiary153s equity securities to holders of Company
Common Stock, whether by means of a spin-off, split-off, redemption,
reclassification, exchange, stock dividend, share distribution, rights offering
or similar transaction.

"Distributions" shall mean distributions of cash, Equity Interests,
equity interests of Subsidiaries of the Company or other property made by the
Company with respect to the Membership Interests.

"Drag Along Notice" shall have the meaning set forth in Section
8.06(b).

"Drag Along Portion" shall mean, with respect to any holder of Series
A Preferred Membership Interests, the number of Membership Interests (on an
as-converted basis) held by such holder multiplied by a fraction, the numerator
of which is the number of Membership Interests proposed to be sold (or converted
into the right to receive merger consideration in a merger or consolidation of
the Company) by the Beckett Entities in a Drag Along Sale pursuant to Section
8.06(b) and the denominator of which is the total number of Membership Interests
then held by all Beckett Entities.

"Drag Along Sale" shall mean a transaction in which one or more
Beckett Entities propose to transfer any Membership Interests representing more
than 50% of all of the Membership Interests to any Person(s) that are not
Affiliates of Barnes&Noble (other than in connection with a Qualified
Distribution) and which transaction is a Change of Control, but excluding a
transaction that is subject to the provisions of Section 9.01. A Drag Along Sale
shall include a merger or consolidation of the Company.

5

"Drag Along Sale Period" shall have the meaning set forth in Section
8.06(d).

"Electing Holders" shall have the meaning set forth in Section
7.05(a).

"Eligible Exchange" shall mean the New York Stock Exchange, the Nasdaq
National Market or any respective successor exchange.

"Equity Incentive Reimbursement Issuances" shall mean any issuance of
Common Membership Interests to the Beckett Member as reimbursement for the
actual cost of any compensation paid to NewCo employees in the form of
Barnes&Noble equity awards, which Common Membership Interests shall be
issued to the Beckett Member at the fair market value of such Common Membership
Interests as reasonably determined in good faith by the Board of Managers.

"Exchange Act" shall mean the United States Securities Exchange Act of
1934.

"Exchange Ratio" shall mean the quotient of (i) the number of
outstanding shares of Company Common Stock immediately following the effective
date of a Distribution Transaction and (ii) the number of outstanding shares of
Company Common Stock immediately prior to the effective date of such
Distribution Transaction.

"Expiration Date" shall have the meaning set forth in Section
3.05(c)(iii).

"Expiration Time" shall have the meaning set forth in Section
3.05(c)(iii).

"Fair Market Value" shall mean, with respect to any security or other
property, the fair market value of such security or other property as determined
by the Board of Managers, or an authorized committee thereof, acting in good
faith.

"holder" with respect to a security, shall mean a Person in whose name
such security is registered, which Person may be treated by the issuer of such
security, and any agent of such issuer, as the absolute owner of such security
for the purpose of making payment and settling conversions and for all other
purposes; provided that, with respect to Series A Membership Interests, Common
Membership Interests, Preferred Stock and Company Common Stock, to the fullest
extent permitted by law, no Person that has received Series A Preferred
Membership Interests, Common Membership Interests, Preferred Stock or Company
Common Stock in violation of Article VIII shall be a holder, and the Company,
and any agent of the Company, shall not recognize any such Person as a holder.

6

"Holder Notice of Elective Redemption" shall have the meaning set
forth in Section 7.05(a).

"Initial Member" shall have the meaning set forth in the recitals
hereto.

"Initial Public Offering" shall mean the closing of a bona fide, firm
commitment, underwritten public offering of the Issuer153s common equity
securities, pursuant to an effective registration statement under the Securities
Act; provided, however, that such common equity securities of the
Issuer in such offering are (following consummation of such offering) registered
on or listed for trading on, as applicable, an Eligible Exchange.

"Intermediate Subsidiary" shall mean any direct or indirect Subsidiary
of Barnes&Noble that directly or indirectly holds any Membership Interests.

"Investment Agreement" shall mean the Investment Agreement dated as of
April 27 2012, among Barnes&Noble, Morrison, Microsoft Corporation (solely
for purposes of Section 3.06 thereof) and, following its formation and its
execution of a joinder thereto, the Company.

"IPO Valuation" shall mean an amount equal to (i) the price per share
of common equity interests of the Issuer paid by the public in an Initial Public
Offering, multiplied by (ii) the total number of shares of such common equity
interests outstanding immediately following such Initial Public Offering
(excluding the number of shares of common equity interests issued for sale for
the Issuer153s account in such Initial Public Offering) on a fully diluted basis,
as if (1) all Series A Preferred Membership Interests had been converted or
exchanged for such common equity interests of the Issuer and (2) all other
Convertible Securities and Options with respect to such common equity interests
(which shall include such Convertible Securities and Options with respect to
Common Membership Interests that become convertible or exercisable with respect
to such common equity interests) with a conversion or exercise price per share
that is less than the price specified in sub-clause (i) had been fully
exercised, converted or exchanged immediately prior to such Initial Public
Offering (and the resulting securities fully converted into such common equity
interests, if so convertible, but without any adjustment to the Conversion Price
or Conversion Rate), as of such date, and the consideration paid for such
exercise or conversion used by the Issuer to repurchase and retire common equity
interests of the Issuer immediately prior to such issuance.

"Issuer" shall have the meaning set forth in Section 9.01(a).

"Joinder Agreement" shall mean an agreement, substantially in the form
of Exhibit A, confirming the agreement of a Person to be bound by the terms and
provisions of this Agreement.

"Junior Equity Interests" shall mean any Equity Interests of the
Company (including Common Membership Interests) the holders of which have rights
to any distribution or payment out of the assets of the Company upon a
Liquidation Event ranking junior to the rights of the Series A Preferred
Membership Interests.

7

"Launch Date" shall have the meaning set forth in the Commercial
Agreement.

"Liquidation Event" shall mean any liquidation, dissolution or
winding-up of the Company or Barnes&Noble, whether voluntary or involuntary.

"Liquidation Preference" shall have the meaning set forth in Section
7.03(a).

"Major Division" shall mean either of (i) the Company153s digital device
and content business and (ii) the business currently conducted by Barnes &
Noble College Booksellers, LLC.

"Manager" shall have the meaning set forth in Section 4.01(b).

"Market Disruption Event" shall mean any of the following events:

(i) with respect to a security, any suspension of, or limitation imposed on,
trading of such security by any exchange or quotation system on which the
Closing Price is determined pursuant to the definition of the term "Closing
Price" (the "Relevant Exchange") during the one-hour period prior to the
close of trading for the regular trading session on the Relevant Exchange (or
for purposes of determining the VWAP per share of such security, any period or
periods aggregating one half-hour or longer during the regular trading session
on the relevant day) and whether by reason of movements in price exceeding
limits permitted by the Relevant Exchange as to securities generally, or
otherwise relating to such security or options contracts relating to such
security on the Relevant Exchange; or

(ii) with respect to a security, any event that disrupts or impairs (as
determined by the Company in its reasonable discretion) the ability of market
participants during the one-hour period prior to the close of trading for the
regular trading session on the Relevant Exchange (or for purposes of determining
the VWAP per share of such security, any period or periods aggregating one
half-hour or longer during the regular trading session on the relevant day) in
general to effect transactions in, or obtain market values for, such security on
the Relevant Exchange or to effect transactions in, or obtain market values for,
options contracts relating to such security on the Relevant Exchange.

"Member" shall mean the Initial Member, Morrison and any Additional
Member until the Initial Member, Morrison or such Additional Member, as
applicable, ceases to be a Member of the Company in accordance with the terms of
this Agreement.

"Membership Interests" shall mean the Common Membership Interests and
the Series A Preferred Membership Interests or any other membership interests of
the Company the Company is authorized to issue pursuant to Section 3.03(b).

"Morrison" shall have the meaning set forth in the preamble hereto.

"Morrison Consent" shall mean the written consent of the Morrison
Party or Morrison Parties then holding a majority of Membership Interests held
by all such Morrison Parties (which consent, except as provided in Section
4.03(g), may be given, withheld or made subject to such conditions as are
determined by such Morrison Party or Morrison Parties in its or their sole
discretion).

"Microsoft Corporation" shall have the meaning set forth in the
preamble hereto.

"Morrison Notice of Redemption" shall have the meaning set forth in
Section 7.05(a).

"Morrison Party" shall mean each of (i) Microsoft Corporation and (ii)
any Subsidiary of Microsoft Corporation, in each case, so long as such entity
holds Series A Preferred Membership Interests, or Common Membership Interests
resulting from the conversion of Series A Preferred Membership Interests.

"Morrison Optional Redemption Date" shall have the meaning set forth
in Section 7.05(a)(iii).

"Net Income" or "Net Loss" shall have the meaning set forth in
Section 6.02(a).

"New Issuance Valuation" shall mean, in connection with an issuance of
Additional Membership Interests, (i) the Additional Issuance Price in respect of
such issuance, multiplied by (ii) the total number of Common Membership
Interests outstanding immediately prior to such issuance. For the purposes of
the above calculation, the total number of Common Membership Interests
outstanding immediately prior to such issuance shall be calculated on a fully
diluted basis (without giving effect to any adjustment under Section 3.05), as
if (1) all Series A Preferred Membership Interests had been converted to Common
Membership Interests and (2) all other Convertible Securities and Options with
respect to Common Membership Interests with a conversion or exercise price per
Common Membership Interest that is less than the Additional Issuance Price had
been fully converted, exercised or exchanged immediately prior to such issuance
(and the resulting securities fully converted into Common Membership Interests,
if so convertible, but without any adjustment to the Conversion Price or
Conversion Ratio), as of such date, and the consideration paid for such
conversion or exercise used by the Company to repurchase and retire Common
Membership Interests immediately prior to such issuance.

"Options" shall mean, with respect to any security, rights, options or
warrants to subscribe for, purchase or otherwise acquire either such security or
Convertible Securities which are convertible into such security; provided
that if such security is a Common Membership Interest, such security would, if
issued following the date hereof, constitute Additional Membership Interests.

9

"Original LLC Agreement" shall have the meaning set forth in the
recitals hereto.

"Parity Equity Interests" shall mean Equity Interests of the Company,
the holders of which have rights to any distribution or payment out of the
assets of the Company upon a Liquidation Event ranking equally to the rights of
the Series A Preferred Membership Interests.

"Partial Sale" shall mean a Change of Control Sale effected with
respect to Series A Preferred Membership Interests representing less than all
the Series A Preferred Membership Interests held by the selling Member.

"Participation Notice" shall have the meaning set forth in Section
9.03(b).

"Patent Settlement and License Agreement" shall mean the Settlement
and License Agreement dated as of April 27, 2012, among Barnes&Noble,
barnesandnoble.com llc, Microsoft Corporation and Microsoft Licensing GP, which
has been assigned to the Company effective as of the date hereof.

"Percentage Interest" with respect to any Member as of any date, shall
mean the percentage determined by dividing (i) (A) the number of Common
Membership Interests held by such Member on such date, plus (B) the number of
Common Membership Interests into which any other Membership Interests held by
such Member could then be converted, by (ii) (x) the total number of Common
Membership Interests issued and outstanding, plus (y) the number of Common
Membership Interests into which any other Membership Interests issued and
outstanding could then be converted.

"Permitted Holder" shall mean (i) any Person that had filed a report
on Schedule 13D with the SEC in respect of such Person153s beneficial ownership of
Barnes&Noble153s then outstanding voting securities prior to April 29, 2012
and (ii) any Person a majority of the equity securities of which are
beneficially owned by a Person described in clause (i).

"Prime Rate" shall mean the "Prime Rate" as published in the Wall
Street Journal on the first Business Day of each calendar month, which rate
shall apply to the calculation of interest under Section 6.08 for that calendar
month.

"Purchased Shares" shall have the meaning set forth in Section
3.05(c)(iii).

10

"Qualified Distribution" shall mean either of (i) the closing of a
direct or indirect distribution to the holders of the stock of Barnes&Noble
(by pro rata distribution or dividend, by exchange offer/"split-off" or by any
comparable means) of all or a portion of the Membership Interests (or equity
securities of an entity owned by a Beckett Entity holding Membership Interests)
held immediately prior to such distribution by Beckett Entities;
provided, however, that the Membership Interests (or other equity
securities) so distributed are (upon consummation of such distribution), or
continue to be, registered on or listed for trading on, as applicable, an
Eligible Exchange; and (ii) any sale by Barnes&Noble of, or distribution to
the holders of the stock of Barnes&Noble (by pro rata distribution or
dividend, by exchange offer/"split-off" or by any comparable means) of, all or
substantially all of its operations other than the Company.

"Record Date" shall mean, with respect to any dividend, distribution
or other transaction or event in which the holders of a security have the right
to receive any cash, securities or other property or in which such security is
exchanged for or converted into any combination of cash, securities or other
property, the date fixed for determination of holders of such security entitled
to receive such cash, securities or other property (whether such date is fixed
by a board of managers or by statute, contract or otherwise).

"Redemption Amount" shall have the meaning set forth in Section
7.05(a).

"Register," "registered" and "registration" shall mean a
registration effected by preparing and filing a registration statement with the
SEC in compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of effectiveness of such
registration statement by the SEC.

"Registration Rights Agreement" shall mean the Registration Rights
Agreement dated as of the date hereof among the Issuer and the Shareholders (as
such term is defined in the Registration Rights Agreement) party thereto in the
form of Annex B to the Investment Agreement.

"Relevant Exchange" shall have the meaning set forth in the definition
of "Market Disruption Event".

"Retail Sale Valuation" shall mean an amount equal to (i)(A) the
arithmetic average of the VWAPs of a share of the common stock of
Barnes&Noble on the principal securities exchange on which such common stock
trades, for each of the ten consecutive full Trading Days commencing with, and
including, the closing date of a transaction described in clause (ii) of the
definition of "Qualified Distribution", multiplied by (B) the total number of
shares of common stock of Barnes&Noble outstanding immediately following
such transaction on a fully diluted basis, as if (1) all Series A Preferred
Membership Interests had been converted or exchanged for common stock of
Barnes&Noble and (2) all other Convertible Securities and Options with
respect to such common stock (which shall include such Convertible Securities
and Options with respect to Common Membership Interests that become convertible
or exercisable with respect to such common stock) with a conversion or exercise
price per share that is less than the average described in sub-clause (A) had
been fully exercised, converted or exchanged immediately prior to closing of
such transaction (and the resulting securities fully converted into common stock
of Barnes&Noble, if so convertible), as of such date, and the consideration
paid for such exercise or conversion used by Barnes&Noble to repurchase and
retire common stock of Barnes&Noble immediately prior to such transaction,
minus (ii) the amount of net cash (reflected as a positive amount) or net debt
(reflected as a negative amount) on the balance sheet of Barnes&Noble
immediately following the closing of such transaction.

11

"SEC" shall mean the United States Securities and Exchange Commission.

"Securities Act" shall mean the United States Securities Act of 1933.

"Selling Significant Member" shall have the meaning set forth in
Section 8.06(a).

"Senior Equity Interests" shall mean any Equity Interests of the
Company the holders of which have rights to any distribution or payment out of
the assets of the Company upon a Liquidation Event, or rights of redemption or
rights upon distributions otherwise ranking senior to, or with preference or
priority over, the rights of the Series A Preferred Membership Interests.

"Series A Preferred Membership Interests" shall mean the convertible
Series A preferred limited liability company interests of the Company having the
terms and conditions set forth in this Agreement and which shall be evidenced by
certificates in the form of Exhibit B hereto.

"Service" shall mean the U.S. Internal Revenue Service.

"Significant Member" shall mean, as of any date, any Member holding 5%
or more of the Common Membership Interests (on an as-converted basis) on such
date.

"Spin-Off/Split-Off Valuation" shall mean an amount equal to (i) the
arithmetic average of the VWAPs of a share of the common equity interests of the
Issuer distributed to Members on the principal securities exchange on which such
common equity interests trade, for each of the ten consecutive full Trading Days
commencing with, and including the first day on which the common equity
interests of the Issuer trade on an Eligible Exchange, multiplied by (ii) the
total number of shares of common equity interests outstanding immediately
following such Qualified Distribution on a fully diluted basis, as if (1) all
Series A Preferred Membership Interests had been converted or exchanged for the
common equity interests of the Issuer and (2) all other Convertible Securities
and Options with respect to such common equity interests (which shall include
such Convertible Securities and Options with respect to Common Membership
Interests that become convertible or exercisable with respect to such common
equity interests) with a conversion or exercise price per interest that is less
than the average described in clause (i) had been fully exercised, converted or
exchanged immediately prior to such Qualified Distribution (and the resulting
securities fully converted into common equity interests, if so convertible), as
of such date, and the consideration paid for such exercise or conversion used by
the Issuer to repurchase and retire Common Membership Interests immediately
following such Qualified Distribution.

12

"Subscription Notice" shall have the meaning set forth in Section
5.03(b).

"Subsidiary" with respect to any Person, shall mean another Person, an
amount of the voting securities, other voting rights or voting partnership
interests of which is sufficient to elect at least a majority of its board of
directors or other governing body (or, if there are no such voting interests,
more than 50% of the equity interests of which) is owned directly or indirectly
by such first Person.

"Successor Covenants" shall have the meaning set forth in Section
4.04.

"Tag Along Member" shall have the meaning set forth in Section
8.06(a)(ii).

"Tag Along Notice" shall have the meaning set forth in Section
8.06(a).

"Tag Along Portion" of a Member in a Tag Along Sale shall mean the
product of:

(a) the aggregate number of Common Membership Interests (on an as-converted
basis) proposed to be sold in a Tag Along Sale pursuant to Section 8.06(a),
multiplied by

(b) a fraction, the numerator of which is the number of Membership Interests
held by such Tag Along Member (on an as-converted basis), as the case may be,
and the denominator of which is the aggregate number of Membership Interests (on
an as-converted basis) then held by all Tag Along Members and Selling
Significant Members participating in such Tag Along Sale.

"Tag Along Sale" shall mean a Selling Significant Member proposes to
transfer any Common Membership Interests to any Person that is not a Member at
such time (other than in connection with a Qualified Distribution).

"Tax Matters Member" shall have the meaning set forth in Section 6.09.

"Third Appraiser" shall have the meaning set forth in Section 7.06(b).

"Trading Day" shall mean a Business Day on which a Relevant Exchange
is scheduled to be open for business and on which there has not occurred a
Market Disruption Event.

"Transfer" shall mean any sale, assignment, transfer or other
disposition, direct or indirect, by operation of law or otherwise.

"Treasury Regulations" shall mean the regulations, including proposed
or temporary treasury regulations, promulgated under the Code. References herein
to specific provisions of proposed or temporary regulations shall include
analogous provisions of final treasury regulations or other successor treasury
regulations.

13

"Trigger Event" shall have the meaning set forth in Section
3.05(c)(v).

"Unfunded Taxes" shall have the meaning set forth in Section 7.02(a).

"VWAP" per share of a security on any Trading Day shall mean the per
share volume-weighted average price as displayed under the heading Bloomberg
VWAP on the Bloomberg page applicable to such security (or, if Bloomberg ceases
to publish such price, any successor service reasonably chosen by the Company or
the Issuer, as the case may be) in respect of the period from the open of
trading on the relevant Trading Day until the close of trading on such Trading
Day (or, if such volume-weighted average price is unavailable, the market price
of one share of such security on such Trading Day determined, using a
volume-weighted average method, by a nationally recognized investment banking
firm (unaffiliated with the Company or the Issuer, as the case may be) retained
for such purpose by the Company or the Issuer, as the case may be).

SECTION 1.02. Terms and Usage Generally. All references
herein to an "Article", "Section" or "Schedule" shall refer to an Article or a
Section of, or a Schedule to, this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation". The words "hereto", "hereof",
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular provision of
this Agreement. All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein. The definitions contained in
this Agreement are applicable to the singular as well as the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of
such terms. Any agreement, instrument or statute defined or referred to herein
or in any agreement or instrument that is referred to herein shall mean such
agreement, instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent in writing and (in the case of statutes) by succession of comparable
successor statutes and references to all attachments thereto and instruments
incorporated therein. References to a Person are also to its permitted
successors and assigns.

ARTICLE II

Formation and Business of the Company

SECTION 2.01. Admission of New Members; Formation. The Company shall
continue as a Delaware limited liability company. This Agreement amends and
restates the Original LLC Agreement in its entirety. Upon the effectiveness of
this Agreement, the Members shall be those listed on Schedule A hereto. The
Members hereby: (a) approve and ratify the filing of the Certificate of
Formation; (b) confirm and agree to their status as Members; and (c) execute
this Agreement for the purpose of establishing the rights, duties and
relationship of the Members.

14

SECTION 2.02. Company Name. The name of the Company is "[NEWCO], LLC".

SECTION 2.03. Purpose and Powers. The Company has been formed for the
object and purpose of, and the nature of the business to be conducted by the
Company is, engaging in any act or activity for which limited liability
companies may be formed under the Delaware Act. The Company shall have the power
and authority to take any and all actions necessary, appropriate, proper,
advisable, incidental or convenient to or for the furtherance of the purposes
set forth in this Section 2.03.

SECTION 2.04. Registered Agent and Office. The registered agent for
service of process is, and the mailing address for the registered office of the
Company in the State of Delaware is in care of, [ 143]. Such agent and such office
may be changed from time to time by the Board of Managers.

SECTION 2.05. Principal Place of Business. The principal place of
business of the Company shall be located at [ 143], or such other address as the
Board of Managers shall specify from time to time.

SECTION 2.06. Authorized Persons. Each officer of the Company (and any
agent as may from time to time be designated by any officer of the Company for
such purpose) is hereby designated as an authorized person, within the meaning
of the Act, to act individually or collectively, solely in connection with
executing, delivering and causing to be filed, if and when approved by the Board
of Managers, any amendments to, and/or restatements of, the Certificate of
Formation adopted in accordance with the terms of this Agreement and, if and
when approved by the Board of Managers, any other certificates (and any
amendments and/or restatements thereof) permitted or required to be filed with
the Secretary of State or that are necessary for the Company to qualify to do
business in any jurisdiction in which the Company may wish to conduct business.

SECTION 2.07. Term. The term of the Company commenced on [ 143], 2012,
with the filing of the Certificate of Formation in the office of the Secretary
of State of the State of Delaware, and shall continue perpetually unless the
Company is dissolved pursuant to Section 9.02.

SECTION 2.08. Books and Records. At all times during the continuance
of the Company, the Company shall maintain or cause to be maintained proper and
complete books and records in which shall be entered fully and accurately all
transactions and other matters relating to the Company153s business in the detail
and completeness customary and usual for businesses of the type engaged in by
the Company.

ARTICLE III

Members

SECTION 3.01. Members. (a) Upon the execution of this Agreement, the
sole Members of the Company shall be the Initial Member and Morrison.

15

(b) After the date of this Agreement, a Person shall only be admitted as a
Member (such Person, an "Additional Member") if such Person is (i) a
permitted transferee of a Membership Interest in accordance with Article VIII or
(ii) issued Membership Interests in accordance with Section 5.02.

(c) The name and mailing address of each Member and the number of Membership
Interests in such class of Membership Interests held by such Member shall be
listed on Schedule A. An officer designated by the Board of Managers pursuant to
Section 4.02 shall update Schedule A from time to time as necessary to
accurately reflect changes in the Membership Interest of any Member to reflect
the consummation of any action taken in accordance with this Agreement. Any
amendment or revision to Schedule A made to reflect an action taken in
accordance with this Agreement shall not be deemed an amendment to this
Agreement. Any reference in this Agreement to Schedule A shall be deemed to be a
reference to Schedule A as amended and in effect from time to time. The Company
shall provide the Members with any amendment or revision of Schedule A
(including any subsequent amendments or revisions thereto) within three days of
such amendment or revision.

SECTION 3.02. Powers of Members. Members shall not have the authority
to transact any business in the Company153s name or bind the Company by virtue of
their status as Members. Members shall have those rights and powers granted to
Members pursuant to this Agreement.

SECTION 3.03. Membership Interests. (a) The Membership Interests shall
for all purposes be personal property in accordance with Section 18-701 of the
Delaware Act. No holder of a Membership Interest or Member shall have any
interest in specific Company assets, including any assets contributed to the
Company by such Member as part of any capital contribution. Each Member waives
any and all rights that it may have to maintain an action for partition of the
Company153s property.

(b) The total number of Membership Interests that the Company shall have the
authority to issue is unlimited. Subject to the limitations set forth in this
Agreement (including Sections 4.03 and 5.03), the Company may issue Common
Membership Interests, Series A Preferred Membership Interests and any other
Membership Interests (of existing classes or new classes) or Options or
Convertible Securities with respect to Membership Interests of the Company
(including creating additional classes or series thereof having such powers,
designations, preferences and rights as may be determined by the Board of
Managers) as the Board of Managers may reasonably determine, subject to
compliance with the provisions of this Agreement. Membership Interests may be
divided into partial Membership Interests.

(c) All Membership Interests shall be evidenced by certificates in accordance
with Section 18-702 of the Delaware Act, substantially in the form of Exhibit B
or such other form approved by the Board of Managers.

SECTION 3.04. Conversion. (a) Each holder of Series A Preferred
Membership Interests shall have the right, at the option of such holder, to
convert its Series A Preferred Membership Interests at any time and from time to
time, in whole or in part, into a number of Common Membership Interests
determined by dividing the Liquidation Preference by the Conversion Price,
determined as hereinafter provided, in effect on the date such Series A
Preferred Membership Interests are so converted (such rate of conversion, the
"Conversion Rate"). The price at which one Common Membership Interest
shall be deliverable upon conversion of one Series A Preferred Membership
Interest (the "Conversion Price") shall initially be $1,000.00 per Common
Membership Interest and the Conversion Rate shall initially be 1.000. Such
initial Conversion Price and Conversion Rate shall be subject to adjustment as
provided in Section 3.05.

16

(b) Conversion Procedures and Effect of Conversion. To convert its
Series A Preferred Membership Interests to Common Membership Interests, a holder
of Series A Preferred Membership Interests shall (i) deliver written notice to
the Company, stating that such holder wishes to convert its Series A Preferred
Membership Interests into Common Membership Interests and specifying the number
of Series A Preferred Membership Interests to be so converted, (ii) surrender to
the Company certificates representing Series A Preferred Membership Interests to
be converted at any time during usual business hours at the Company153s principal
place of businesses or the offices of the Company153s duly appointed agent and
(iii) pay any stock transfer, documentary, stamp or similar taxes required to be
paid to effect the conversion. The Company shall promptly notify each Member of
its receipt of such notice. Promptly after the receipt of such notice, an
officer of the Company will amend Schedule A hereto to reflect the conversion
and will deliver a certificate to each Member stating that such conversion has
been effected, together with an amended copy of Schedule A hereto. Such
conversion, to the extent permitted by applicable law, shall be deemed to have
been effected as of the close of business on the date (the "Conversion
Date") on which the requirements of the first sentence of this Section
3.04(b) shall have been met by the holder electing to convert its Series A
Preferred Membership Interests. Effective immediately prior to the close of
business on the Conversion Date applicable to any Series A Preferred Membership
Interests as to which such notice has been given, such Series A Preferred
Membership Interests shall cease to be outstanding and such holder shall be
deemed to hold the number of Common Membership Interests equal to (x) the number
of Series A Preferred Membership Interests immediately prior to the close of
business on the Conversion Date that such holder has elected to convert,
multiplied by (y) the Conversion Rate in effect on such Conversion Date. Upon
the conversion of any Series A Preferred Membership Interests into Common
Membership Interests, such Common Membership Interests shall be duly authorized,
validly issued and fully paid and nonassessable. Series A Preferred Membership
Interests converted in accordance with this Section 3.04 shall be retired
promptly after the acquisition by the Company thereof, and the certificates
representing any such Series A Preferred Membership Interests surrendered to the
Company shall be canceled and such Member shall be furnished with certificates
in the form attached hereto as Exhibit B reflecting the Common Membership
Interests.

(c) Deemed Issuance of Additional Membership Interests. In the event
the Company at any time or from time to time after the date hereof shall issue
any Options or Convertible Securities or shall fix a record date for the
determination of holders of any class or series of securities then entitled to
receive any such Options or Convertible Securities, then the maximum number (as
set forth in the instrument relating thereto without regard to any provisions
contained therein designed to protect against dilution) of Common Membership
Interests issuable upon the exercise of such Option or, in the case of
Convertible Securities and Options therefor, the conversion or exchange of such
Convertible Securities, shall be deemed to be Additional Membership Interests
issued as of the time of such issue or, if such a record date shall have been
fixed, as of the close of business on such record date; provided that in
any such case in which Additional Membership Interests are deemed to be issued:

17

(i) no further adjustments in the Conversion Price shall be made upon the
subsequent issue of Convertible Securities or Common Membership Interests upon
the exercise of such Options or conversion or exchange of such Convertible
Securities;

(ii) if such Options or Convertible Securities by their terms provide, with
the passage of time or otherwise, for any increase or decrease in the
consideration payable to the Company, or decrease or increase in the number of
shares of Common Membership Interests issuable, upon the exercise, conversion or
exchange thereof, the Conversion Price as adjusted upon the original issue of
such Options or Convertible Securities (or upon the occurrence of a record date
with respect thereto), and any subsequent adjustments based thereon, shall, upon
any such increase or decrease insofar as it affects such Options or the rights
of conversion or exchange under such Convertible Securities be further adjusted;
provided, however, that no such adjustment of the
Conversion Price for the Series A Preferred Membership Interests shall affect
Common Membership Interests previously issued upon conversion of Series A
Preferred Membership Interests;

(iii) to the extent that such Options or Convertible Securities are not
exercised prior to their expiration or shares of Company Common Stock are
otherwise not delivered pursuant to such Options or Convertible Securities upon
the exercise of such Options or Convertible Securities, the Conversion Rate
shall be readjusted to the Conversion Rate that would then be in effect had the
adjustments made upon the dividend, distribution or issuance of such Options or
Convertible Securities been made on the basis of the delivery of only the number
of shares of Company Common Stock actually delivered;

(iv) no readjustment pursuant to clause (ii) or (iii) above shall have the
effect of increasing the Conversion Price to an amount which exceeds the
Conversion Price on the date of adjustment upon the original issue of such
Options or Convertible Securities before giving effect to the adjustment for
such issuance; and

(v) in the case of any Options which expire by their terms not more than 30
days after the date of issue thereof, no adjustment of the Conversion Price
shall be made until the expiration or exercise of all such Options, whereupon
such adjustment shall be made under Section 3.05 based on the deemed issuance as
provided in clause (iii) above.

18

SECTION 3.05. Anti-Dilution Adjustments.

(a) Adjustments for Dividends, Distributions, Subdivisions and
Combinations of Common Membership Interests. The issuance of Common
Membership Interests as a dividend or distribution to all or substantially all
holders of Common Membership Interests, or a subdivision or combination of
Common Membership Interests or a reclassification of Common Membership Interests
into a greater or lesser number of Common Membership Interests or a similar
action, in which event the Conversion Rate will be adjusted (with a
corresponding adjustment to the Conversion Price) based on the following
formula:

CR1

=

CR0 x (OS1 / OS0)

CR0

=

the Conversion Rate in effect immediately prior to the close of business on
(i) the Record Date for such dividend or distribution, or (ii) the effective
date of such subdivision, combination or reclassification or a similar action

CR1

=

the new Conversion Rate in effect immediately after the close of business on
(i) the Record Date for such dividend or distribution, or (ii) the effective
date of such subdivision, combination or reclassification or a similar action

OS0

=

the number of Common Membership Interests outstanding immediately prior to
the close of business on (i) the Record Date for such dividend or distribution
or (ii) the effective date of such subdivision, combination or reclassification
or similar action

OS1

=

the number of Common Membership Interests that would be outstanding
immediately after, and as a result of, the completion of such event (including,
for the avoidance of doubt, a number of Common Membership Interests equal to OS0
in the event of a dividend or distribution that does not involve the surrender
or exchange of Common Membership Interests).

Any adjustment made pursuant to this clause (i) shall be effective
immediately prior to the open of business on the Business Day immediately
following the Record Date, in the case of a dividend or distribution, or the
effective date in the case of a subdivision, combination or reclassification or
similar action. If any such event is declared but does not occur, the Conversion
Rate shall be readjusted, effective as of the date the Board of Managers
announces that such event shall not occur, to the Conversion Rate that would
then be in effect if such event had not been declared.

19

(b) Adjustment for Issuance of Additional Membership Interests. (i) In
the event the Company issues, or is deemed to issue pursuant to Section 3.04(c),
Additional Membership Interests at a New Issuance Valuation less than
$1,700,000,000, each holder of Series A Preferred Membership Interests may elect
by written notice to the Company for the Conversion Price in respect of its
Series A Preferred Membership Interests to be reduced effective as of the date
of such issuance to a Conversion Price (calculated to the nearest cent) equal to
the lowest Additional Issuance Price for which such Additional Membership
Interests were issued; provided, however, that if the lowest
Additional Issuance Price for such Additional Membership Interests is less than
$705.88 (adjusted for any subdivision, combination or reclassification of, or
similar action with respect to, Common Membership Interests pursuant to Section
3.05(a)) per Additional Membership Interest, then the Conversion Price shall be
adjusted to equal $705.88 (adjusted for any subdivision, combination or
reclassification of, or similar action with respect to, Common Membership
Interests pursuant to Section 3.05(a)).

(ii) In the event of an Initial Public Offering that results in an IPO
Valuation that is less than $1,700,000,000, each holder of Series A Preferred
Membership Interests may elect for the Conversion Price to be reduced on the
date of such Initial Public Offering, concurrently with the consummation of the
Initial Public Offering, to a Conversion Price (calculated to the nearest cent)
equal to the quotient of (A) the IPO valuation of the Issuer, divided by (B) the
total number of Common Membership Interests outstanding immediately following
such Initial Public Offering on a fully diluted basis, as if (1) all Series A
Preferred Membership Interests had been converted to Common Membership Interests
and (2) all other Convertible Securities and Options with respect to Common
Membership Interests had been fully exercised or converted immediately prior to
such Initial Public Offering (and the resulting securities fully converted into
Common Membership Interests, if so convertible), as of such date, and the
consideration paid for such exercise or conversion used by the Company to
repurchase and retire Common Membership Interests immediately prior to such
Initial Public Offering; provided, however, that if the IPO
Valuation is less than $1,200,000,000, then the Conversion Price shall be
adjusted to equal (x) $1,200,000,000 divided by (y) the total number of Common
Membership Interests outstanding immediately following such Initial Public
Offering on a fully diluted basis, as if (1) all Series A Preferred Membership
Interests had been converted to Common Membership Interests and (2) all other
Convertible Securities and Options with respect to Common Membership Interests
had been fully exercised or converted immediately prior to such Initial Public
Offering (and the resulting securities fully converted into Common Membership
Interests, if so convertible), as of such date, and the consideration paid for
such exercise or conversion used by the Company to repurchase and retire Common
Membership Interests immediately prior to such Initial Public Offering.

(iii) In the event of a Qualified Distribution of the type described in
clause (i) of the definition thereof that results in a Spin-Off/Split-Off
Valuation that is less than $1,700,000,000, each holder of Series A Preferred
Membership Interests may elect for the Conversion Price to be reduced on the
date of such Qualified Distribution, concurrently with the consummation of such
Qualified Distribution, to a Conversion Price (calculated to the nearest cent)
equal to the quotient of (A) the Spin-Off/Split-Off Valuation and (B) the total
number of Common Membership Interests outstanding immediately following such
Qualified Distribution on a fully diluted basis, as if (1) all Series A
Preferred Membership Interests had been converted to Common Membership Interests
and (2) all other Convertible Securities and Options with respect to Common
Membership Interests had been fully exercised or converted immediately prior to
such Qualified Distribution (and the resulting securities fully converted into
Common Membership Interests, if so convertible), as of such date, and the
consideration paid for such exercise or conversion used by the Company to
repurchase and retire Common Membership Interests immediately prior to such
Qualified Distribution; provided, however, that if the
Spin-Off/Split-Off Valuation is less than $1,200,000,000, the Conversion Price
shall equal (x) $1,200,000,000 divided by (y) the total number of Common
Membership Interests outstanding immediately following such Qualified
Distribution on a fully diluted basis, as if (1) all Series A Preferred
Membership Interests had been converted to Common Membership Interests and (2)
all other Convertible Securities and Options with respect to Common Membership
Interests had been fully exercised or converted immediately prior to such
Qualified Distribution (and the resulting securities fully converted into Common
Membership Interests, if so convertible), as of such date, and the consideration
paid for such exercise or conversion used by the Company to repurchase and
retire Common Membership Interests immediately prior to such Qualified
Distribution.

20

(iv) In the event of a Qualified Distribution of the type described in clause
(ii) of the definition thereof that results in a Retail Sale Valuation that is
less than $1,700,000,000, each holder of Series A Preferred Membership Interests
may elect for the Conversion Price to be reduced on the date of such Qualified
Distribution, concurrently with the consummation of such Qualified Distribution,
to a Conversion Price (calculated to the nearest cent) equal to the quotient of
(A) the Retail Sale Valuation and (B) the total number of Common Membership
Interests outstanding immediately following such Qualified Distribution on a
fully diluted basis, as if (1) all Series A Preferred Membership Interests had
been converted to Common Membership Interests and (2) all other Convertible
Securities and Options with respect to Common Membership Interests had been
fully exercised or converted immediately prior to such Qualified Distribution
(and the resulting securities fully converted into Common Membership Interests,
if so convertible), as of such date, and the consideration paid for such
exercise or conversion used by the Company to repurchase and retire Common
Membership Interests immediately prior to such Qualified Distribution;
provided, however, that if the Retail Sale Valuation is less than
$1,200,000,000, the Conversion Price shall equal (x) $1,200,000,000 divided by
(y) the total number of Common Membership Interests outstanding immediately
following such Qualified Distribution on a fully diluted basis, as if (1) all
Series A Preferred Membership Interests had been converted to Common Membership
Interests and (2) all other Convertible Securities and Options with respect to
Common Membership Interests had been fully exercised or converted immediately
prior to such Qualified Distribution (and the resulting securities fully
converted into Common Membership Interests, if so convertible), as of such date,
and the consideration paid for such exercise or conversion used by the Company
to repurchase and retire Common Membership Interests immediately prior to such
Qualified Distribution.

21

(c) Adjustments Following an Initial Public Offering or Qualified
Distribution. Following the earlier to occur of an Initial Public Offering
and a transaction described in clause (i) of the definition of Qualified
Distribution, the conversion rate and the conversion price with respect to any
Preferred Stock will be subject to adjustment, without duplication, under the
following circumstances:

(i) the dividend, distribution or other issuance to all or substantially all
holders of Company Common Stock of rights (other than a distribution of rights
issued pursuant to a stockholders rights plan, to the extent such rights are
attached to shares of Company Common Stock (in which event the provisions of
Section 3.05(c)(iv) shall apply)), options or warrants entitling them to
subscribe for or purchase shares of Company Common Stock for a period expiring
60 days or less from the date of issuance thereof, at less than the Current
Market Price as of the Record Date for such issuance, in which event the
conversion rate will be increased (with a corresponding adjustment to the
conversion price) based on the following formula:

CR1

=

CR0 x [(OS0 + X) / (OS0 + Y)]

CR0

=

the conversion rate in effect immediately prior to the close of business on
the Record Date for such dividend, distribution or issuance

CR1

=

the new conversion rate in effect immediately following the close of business
on the Record Date for such dividend, distribution or issuance

OS0

=

the number of shares of Company Common Stock outstanding immediately prior to
the close of business on the Record Date for such dividend, distribution or
issuance

X=

the total number of shares of Company Common Stock issuable pursuant to such
rights, options or warrants

Y=

the number of shares of Company Common Stock equal to the aggregate price
payable to exercise rights, options or warrants divided by the Current Market
Price as of the Record Date for such dividend, distribution or issuance

For purposes of this clause (i), in determining whether any rights, options
or warrants entitle the holders to purchase the Company Common Stock at less
than the Current Market Price as of the Record Date for such dividend,
distribution or issuance, there shall be taken into account any consideration
the Issuer receives for such rights, options or warrants, and any amount payable
on exercise thereof, with the value of such consideration, if other than cash,
to be the Fair Market Value thereof.

22

Any adjustment made pursuant to this clause (i) shall become effective
immediately prior to the open of business on the Trading Day immediately
following the Record Date for such dividend, distribution or issuance. In the
event that such rights, options or warrants are not so issued, the conversion
rate shall be readjusted, effective as of the date the board of directors (or
equivalent) of the Issuer publicly announces its decision not to issue such
rights, options or warrants, to the conversion rate that would then be in effect
if such dividend, distribution or issuance had not been declared. To the extent
that such rights, options or warrants are not exercised prior to their
expiration or shares of Company Common Stock are otherwise not delivered
pursuant to such rights, options or warrants upon the exercise of such rights,
options or warrants, the conversion rate shall be readjusted to the conversion
rate that would then be in effect had the adjustments made upon the dividend,
distribution or issuance of such rights, options or warrants been made on the
basis of the delivery of only the number of shares of Company Common Stock
actually delivered.

(ii) the Issuer or one or more of its Subsidiaries make purchases of Company
Common Stock pursuant to a tender offer or exchange offer (other than an
exchange offer that constitutes a Distribution Transaction subject to Section
3.05(c)(iii)) by the Issuer or a Subsidiary of the Issuer for all or any portion
of the Company Common Stock to the extent that the cash and value of any other
consideration included in the payment per share of Company Common Stock validly
tendered or exchanged exceeds the Closing Price of the Company Common Stock on
the Trading Day prior to the last day (the "Expiration Date") on which
tenders or exchanges may be made pursuant to such tender or exchange offer (as
it may be amended), in which event the conversion rate will be increased based
(with a corresponding adjustment to the conversion price) on the following
formula:

CR1

=

CR0 x [(FMV + (SP1 x OS1)] / (SP1 x OS0)

CR0

=

the conversion rate in effect immediately prior to the close of business on
the Expiration Date

CR1

=

the new conversion rate in effect immediately after the close of business on
the Expiration Date

FMV

=

the Fair Market Value as of the Expiration Time of the aggregate value of all
cash and any other consideration paid or payable for shares validly tendered or
exchanged and not withdrawn as of the Expiration Time ("Purchased
Shares")

OS1

=

the number of shares of Company Common Stock outstanding as of the last time
tenders or exchanges may be made pursuant to such tender or exchange offer (the
"Expiration Time"), excluding any Purchased Shares

OS0

=

the number of shares of Company Common Stock outstanding immediately before
the Expiration Time, including any Purchased Shares

SP1

=

the arithmetic average of the VWAP of a share of Company Common Stock for
each of the 10 consecutive full Trading Days ending on the Trading Day
immediately succeeding the Expiration Date

23

Any adjustment made pursuant to this clause (iii) shall become effective
immediately prior to the open of business on the Trading Day immediately
following the Expiration Date. In the event that the Issuer or any of its
Subsidiaries is obligated to purchase Company Common Stock pursuant to any such
tender offer or exchange offer but is permanently prevented by applicable law
from effecting any such purchases, or all such purchases are rescinded, then the
conversion rate shall be readjusted to be the conversion rate that would then be
in effect if such tender offer or exchange offer had not been made.

(iii) the Issuer shall, by dividend or otherwise, distribute to all or
substantially all holders of its Company Common Stock (subject to an exception
for cash in lieu of fractional shares) shares of any class of capital stock
(other than Company Common Stock to which Section 3.05(a) applies), evidences of
its indebtedness, assets, other property or securities or rights, options or
warrants to acquire capital stock or other securities, but excluding (A)
dividends or distributions referred to in Section 3.05(a) hereof, (B) rights,
options or warrants referred to in Section 3.05(c)(i) hereof or distributed in
connection with a stockholder rights plan (in which event the provisions of
Section 3.05(c)(iv) to the extent applicable shall apply), (C) dividends or
distributions paid exclusively in cash, or (D) Distribution Transactions as to
which the provision set forth below in this Section 3.05(c)(iii) shall apply
(any of such shares of capital stock, indebtedness, assets, property or rights,
options or warrants to acquire Company Common Stock or other securities,
hereinafter in this Section 3.05(c)(iii) called the "Distributed
Property"), then, in each such case the conversion rate shall be adjusted
(with a corresponding adjustment to the conversion price) based on the following
formula:

CR1

=

CR0 x [SP0 / (SP0 - FMV)]

CR0

=

the conversion rate in effect immediately prior to the close of business on
the Record Date for such dividend or distribution

CR1

=

the new conversion rate in effect immediately after the close of business on
the Record Date for such dividend or distribution

SP0

=

the Current Market Price of a share of Company Common Stock as of the Record
Date for such dividend or distribution

FMV

=

the Fair Market Value of the portion of Distributed Property distributed with
respect to each outstanding share of Company Common Stock on the Record Date for
such dividend or distribution

24

With respect to an adjustment pursuant to this Section 3.05(c)(iii) in
connection with a Distribution Transaction (which for the avoidance of doubt
does not include a Qualified Distribution), the conversion rate in effect
immediately prior to the effective date of the Distribution Transaction shall be
adjusted (with a corresponding adjustment to the conversion price) based on the
following formula:

CR1

=

CR0 x [(FMV + MP0) / MP0]

CR0

=

(x) the Exchange Ratio, multiplied by (y) the conversion rate in effect
immediately prior to the close of business on the effective date of the
Distribution Transaction

CR1

=

the new conversion rate in effect immediately after the close of business on
the effective date of the Distribution Transaction

FMV

=

(x) the Distribution Ratio, multiplied by (y) the arithmetic average of the
VWAPs of a share of the capital stock or similar equity interest distributed to
holders of Company Common Stock on the principal United States securities
exchange on which such capital stock or equity interest trades, for each of the
ten consecutive full Trading Days commencing with, and including, the effective
date of the Distribution Transaction (such arithmetic average, the
"Distributed Company VWAP")

MP0

=

(x) the Exchange Ratio, multiplied by (y) the arithmetic average of the VWAPs
of a share of Company Common Stock for each of the ten consecutive full Trading
Days commencing with, and including, the effective date of the Distribution
Transaction (such arithmetic average, the "Distributing Company VWAP")

(iv) If the Issuer has a stockholder rights plan in effect with respect to
the Company Common Stock on the date of conversion of such Preferred Stock to
Company Common Stock, upon conversion of any shares of Preferred Stock to
Company Common Stock, holders of such shares will receive, in addition to the
shares of Company Common Stock, the rights under such rights plan relating to
such Company Common Stock, unless, prior to such date, the rights have (A)
become exercisable or (B) separated from the shares of Company Common Stock (the
first of such events to occur being the "Trigger Event"), in either of
which cases the Conversion Rate will be adjusted (with a corresponding
adjustment to the Conversion Price), effective automatically at the time of such
Trigger Event, as if the Issuer had made a distribution of such rights to all
holders of the Company Common Stock as described in Section 3.05(c)(i) (without
giving effect to the 60-day limit on the exercisability of rights, options or
warrants ordinarily subject to such Section 3.05(c)(i)), subject to appropriate
readjustment in the event of the expiration, termination or redemption of such
rights prior to the exercise, deemed exercise or exchange thereof.
Notwithstanding the foregoing, to the extent any such stockholder rights are
exchanged by the Issuer for shares of Company Common Stock, the conversion rate
shall be appropriately readjusted (with a corresponding adjustment to the
conversion price) as if such stockholder rights had not been issued, but the
Issuer had instead issued the shares of Company Common Stock issued upon such
exchange as a dividend or distribution of shares of Company Common Stock subject
to Section 3.05(a). Notwithstanding the preceding provisions of this paragraph,
no adjustment shall be required to be made to the Conversion Rate with respect
to any holder of such Preferred Stock which is, or is an "affiliate" or
"associate" of, an "acquiring person" under such stockholder rights plan or with
respect to any direct or indirect transferee of such holder who receives such
Preferred Stock in such transfer after the time such holder becomes, or its
affiliate or associate becomes, an "acquiring person."

25

In the event of a transaction described in clause (ii) of the definition of
Qualified Distribution is consummated prior to an Initial Public Offering or a
transaction described in clause (i) of the definition of Qualified Distribution,
corresponding adjustments will apply thereafter.

(d) Effectiveness of Adjustments. Any adjustment made pursuant to this
Section 3.05 shall be effective immediately prior to the open of business on the
date the event giving rise to the adjustment is to occur (or, in the case of
Section 3.05(c), the Record Date for the event giving rise to the adjustment).
If any such event is declared but does not occur, the Conversion Rate and
Conversion Price (or the conversion rate and the conversion price, as the case
may be) shall be readjusted, effective as of the date the Board of Managers
notifies the Members (or holders of Preferred Stock, as the case may be) that
such event shall not occur, to the Conversion Rate and Conversion Price (or the
conversion rate and the conversion price, as the case may be) that would then be
in effect if such event had not been declared.

(e) Calculation of Adjustments. All adjustments to the Conversion Rate
and Conversion Price (or the conversion rate and the conversion price, as the
case may be) shall be calculated by the Company or the Issuer, as the case may
be, to the nearest cent. No adjustment to the Conversion Price will be required
unless such adjustment would require an increase or decrease of at least
1/10,000th of a Series A Preferred Membership Interest of the Conversion Rate or
to Conversion Price (or the conversion rate and the conversion price, as the
case may be); provided, however, that any such adjustment that is
not required to be made will be carried forward and taken into account in any
subsequent adjustment; provided, further that any adjustment not
made because of this sentence will be made upon any conversion.

(f) Successive Adjustments. After an adjustment to the Conversion Rate
and Conversion Price (or the conversion rate and the conversion price, as the
case may be) under this Section 3.05, any subsequent event requiring an
adjustment under this Section 3.05 shall cause an adjustment to each such
Conversion Rate and Conversion Price (or the conversion rate and the conversion
price, as the case may be) as so adjusted.

26

(g) Notice of Adjustments. Whenever the Conversion Rate and Conversion
Price (or the conversion rate and the conversion price, as the case may be) is
to be adjusted as provided under this Section 3.05, the Company or the Issuer,
as the case may be, shall as soon as reasonably practicable following the
occurrence of an event that requires such adjustment (or if the Company or the
Issuer, as the case may be, is not aware of such occurrence, as soon as
reasonably practicable after becoming so aware) (i) compute the adjusted
applicable Conversion Rate and Conversion Price (or the conversion rate and the
conversion price, as the case may be) in accordance with this Section 3.05 and
(ii) prepare and provide a written notice to the Members (or holders of
Preferred Stock, as the case may be) of the occurrence of such event and a
statement in reasonable detail setting forth the method by which the adjustment
to the applicable Conversion Rate and Conversion Price (or the conversion rate
and the conversion price, as the case may be) was determined and setting forth
the adjusted applicable Conversion Rate and Conversion Price (or the conversion
rate and the conversion price, as the case may be).

(h) No Fractional Shares. No fractional shares of Company Common Stock
will be delivered to a holder upon conversion of such holder153s Preferred Stock.
In lieu of fractional shares of Company Common Stock otherwise issuable, holders
of Preferred Stock will be entitled to receive an amount in cash equal to the
fraction of a share of Company Common Stock, multiplied by the Closing Price of
the Company Common Stock on the Trading Day immediately preceding the record
date applicable to the conversion of such Preferred Stock. In order to determine
whether the number of shares of Company Common Stock to be delivered to a holder
of Preferred Stock upon the conversion of such holder153s shares of Preferred
Stock will include a fractional share (in lieu of which cash would be paid
hereunder), such determination shall be based on the aggregate number of shares
of Preferred Stock of such holder that are being converted on any Conversion
Date.

(i) Adjustment for Reorganization Events. (i) In the event of:

(A) any reclassification, statutory exchange, merger, consolidation or other
similar business combination of the Company with or into another Person, in each
case, pursuant to which Common Membership Interests (but not Series A Preferred
Membership Interests) are changed or converted into, or exchanged for, cash,
securities or other property of the Company or another Person;

(B) any sale, transfer, lease or conveyance to another Person of all or
substantially all the property and assets of the Company, in each case pursuant
to which Common Membership Interests (but not Series A Preferred Membership
Interests) are converted into cash, securities or other property; or

(C) any statutory exchange of securities of the Company with another Person
(other than in connection with a merger, consolidation or other similar business
combination);

27

(each of which is referred to as a "Reorganization Event") each Series
A Preferred Membership Interest outstanding immediately prior to such
Reorganization Event will, without the consent of the holders thereof (unless
otherwise required by Section 4.03 or 4.04) and subject to Section 3.05(i)(v),
remain outstanding but shall become convertible into, out of funds legally
available therefor, the number, kind and amount of securities, cash and other
property (the "Exchange Property") (without any interest on such Exchange
Property) that the holder of such Series A Preferred Membership Interests would
have received in such Reorganization Event had such holder converted its Series
A Preferred Membership Interests into the applicable number of Common Membership
Interests immediately prior to the effective date of the Reorganization Event.

(ii) Exchange Property Election. In the event that the holders of
Common Membership Interests have the opportunity to elect the form of
consideration to be received in such transaction, the Exchange Property that the
holders of Series A Preferred Membership Interests shall be entitled to receive
shall be determined by the holders of a majority of the outstanding Series A
Preferred Membership Interests on or before the earlier of (A) the deadline for
elections by holders of Common Membership Interests and (B) two Business Days
before the anticipated effective date of such Reorganization Event. The number
of units of Exchange Property for each Series A Preferred Membership Interest
converted following the effective date of such Reorganization Event shall be
determined from among the choices made available to the holders of the Common
Membership Interests and based on the number of Common Membership Interests into
which such holder would be entitled to convert its Series A Preferred Membership
Interests as of the effective date of the Reorganization Event, determined as if
the references to "number of Common Membership Interests" in this Agreement were
to "units of Exchange Property."

(iii) Successive Reorganization Events. The above provisions of this
Section 3.05(i) shall similarly apply to successive Reorganization Events and
the applicable provisions of this Section 3.05, as the case may be, shall apply
to any Common Membership Interests or Company Common Stock, as the case may be,
received by the holders of the Common Membership Interests in any such
Reorganization Event.

(iv) Reorganization Event Notice. The Company (or any successor)
shall, no less than 20 Business Days prior to the occurrence of any
Reorganization Event, provide written notice to the Members of such occurrence
of such event and of the kind and amount of the cash, securities or other
property that constitutes the Exchange Property. Failure to deliver such notice
shall not affect the operation of this Section 3.05(i).

(v) The Company shall not enter into any agreement for a transaction
constituting a Reorganization Event unless (A) such agreement provides for or
does not interfere with or prevent (as applicable) conversion of the Series A
Preferred Membership Interests into the Exchange Property in a manner that is
consistent with and gives effect to this Section 3.05(i), and (B) to the extent
that the Company is not the surviving corporation in such Reorganization Event
or will be dissolved in connection with such Reorganization Event, proper
provision shall be made in the agreements governing such Reorganization Event
for the conversion of the Series A Preferred Membership Interests into stock of
the Person surviving such Reorganization Event or such other continuing entity
in such Reorganization Event, or in the case of a Reorganization Event described
in Section 3.05(i)(i)(B), an exchange of Series A Preferred Membership Interests
for the stock of the Person to whom the Company153s assets are sold, transferred,
leased, conveyed or transferred, with the same rights, power and preferences,
including as to liquidation and redemption, as the Series A Preferred Membership
Interests and subject to the Successor Covenants in accordance with Section
4.04.

28

(vi) Notwithstanding anything in this Agreement to the contrary, this Section
3.05(i) shall not apply to any transaction under Section 9.01.

(j) Section 3.05(b) shall terminate immediately following the earlier to
occur of an Initial Public Offering and a Qualified Distribution.

SECTION 3.06. Voting Rights. (a) Subject to Section 4.03, Members
shall have voting rights in connection with (i) the designation and removal of
Managers in accordance with Section 4.01(b), (ii) the dissolution of the Company
in accordance with Section 9.02 and (iii) any amendment of this Agreement in
accordance with Section 10.11 and any other matters submitted to a vote of the
Members by the Board of Managers. Holders of a Series A Preferred Membership
Interests shall be entitled to vote with the holders of the Common Membership
Interests on all matters submitted to a vote of holders of Common Membership
Interests (together with any other class of series of Membership Interests then
entitled to vote with the Common Membership Interests), as provided below. The
Members shall vote together as a single class on all matters on which they are
entitled to vote. Each Member holding Common Membership Interests shall be
entitled to one vote for each Common Membership Interest held by such Member
(and a partial vote for any partial Common Membership Interest). Each Member
holding Series A Preferred Membership Interests shall be entitled to the number
of votes equal to the number of Common Membership Interests (and a partial vote
for any partial Common Membership Interests) into which all Series A Preferred
Membership Interests held of record by such Member could then be converted
pursuant to Section 3.04 on the date any vote is taken. The Company shall
provide written notice to all Members of any meeting at which a vote will be
held at least five Business Days prior thereto, which notice shall describe the
business to be considered, the actions to be taken and the matters to be voted
on at the meeting in reasonable detail. At any meeting of the Members, the
presence, in person or by proxy, of Members holding a majority of the
outstanding Common Membership Interests (on an as-converted basis) shall
constitute a quorum. When a quorum is present, the affirmative vote of a
majority of votes cast shall be the act of the Members. If any business
considered, action taken or matter voted on was not described in the written
notice provided to all Members of such meeting, within three Business Days of
such meeting the Company shall provide written notice to the Members describing
in reasonable detail such business consideration taken or matter voted on. Any
action permitted or required to be taken by the Members may be taken without a
meeting, without prior notice and without a vote if a consent or consents in
writing, setting forth the action so taken, shall be signed by Members holding a
majority of the outstanding Common Membership Interests (on an as-converted
basis). Within three Business Days of taking of action by Members without a
meeting by less than unanimous written consent, the Company shall provide
written notice of the taking of such action to those Members who have not
consented in writing to the taking of such action, which notice shall describe
the actions taken in reasonable detail.

29

SECTION 3.07. Liability of Members, Managers, Etc. (a) Except to the
extent provided in the Delaware Act, none of the Members or any Manager shall
have any personal liability for the debts, obligations or liabilities of the
Company.

(b) To the fullest extent permitted by applicable law (including Section
18-1101 of the Delaware Act), notwithstanding any other provision of this
Agreement or otherwise of applicable law, including any in equity or at law, no
Member, Manager, officer or employee of the Company (collectively, the
"Covered Persons"), shall have any fiduciary duty to the Company, the
Members or the Managers (or any other person or entity bound by this Agreement)
by reason of this Agreement or in its capacity as a Covered Person, except that
the Members and Managers shall be subject to the implied contractual covenant of
good faith and fair dealing. To the fullest extent permitted by applicable law
(including Section 18-1101 of the Delaware Act), no Member or Manager shall be
liable, including under any legal or equitable theory of fiduciary duty or other
theory of liability, to the Company, any Member, Manager or any other person or
entity bound by this Agreement for any losses, claims, damages or liabilities
incurred by reason of any act or omission performed or omitted by such Member in
its capacity as a Member or Manager except that (i) a Member or Manager shall be
liable for any act or omission that constitutes fraud or a bad faith violation
of the implied contractual covenant of good faith and fair dealing and (ii) a
Member shall be liable for any breach by such Member of the covenants and
express obligations set forth in this Agreement. The provisions of this
Agreement, to the extent that they restrict or eliminate the duties and
liabilities of a Member or Manager otherwise existing at law or in equity, are
agreed by the parties hereto to replace such other duties and liabilities of
such Member or Manager. A Member or Manager shall be fully protected in relying
in good faith upon the records of the Company and upon such information,
opinions, reports or statements presented to the Company by any Person as to
matters which such Member or Manager reasonably believes are within such
Person153s professional or expert competence.

(c) (i) Each Person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a Member of the Company (hereinafter an "Indemnitee"), whether
the basis of such proceeding is alleged action in an official capacity as a
Member or in any other capacity while serving as a Member, shall be indemnified
and held harmless by the Company if the Indemnitee acted in good faith and in a
manner the Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the Indemnitee153s conduct was
unlawful, against all expense, liability and loss (including attorneys153 fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such Indemnitee in connection
therewith; provided, however, that except as provided in Section
3.07(e) with respect to proceedings to enforce rights to indemnification, the
Company shall indemnify any such Indemnitee in connection with a proceeding (or
part thereof) initiated by such Indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Managers. This Section 3.07(c)(i) shall
not apply to any action by or in the right of the Company. In addition, no
Member shall be entitled to be indemnified if any such expense, liability or
loss was caused by a breach by such Member of the covenants and express
obligations set forth in this Agreement.

30

(ii) The Company shall indemnify any Indemnitee who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that the Indemnitee is or was an Indemnitee, against expenses
(including attorneys153 fees) actually and reasonably incurred by the Indemnitee
in connection with the defense or settlement of such action or suit if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company.

(d) The right to indemnification conferred in Section 3.07(c) shall include
the right to be paid by the Company the expenses (including attorney153s fees)
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that an advancement of expenses incurred by an
Indemnitee shall be made only upon delivery to the Company of an undertaking, by
or on behalf of such Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no
further right to appeal that such Indemnitee is not entitled to be indemnified
for such expenses under this Section 3.07(d) or otherwise. Such undertaking
shall be an unlimited, unsecured general obligation of an Indemnitee, and shall
be accepted without reference to such Indemnitee153s ability to make repayment.
The rights to indemnification and to the advancement of expenses conferred in
Section 3.07(c) and this Section 3.07(d) shall be contract rights and such
rights shall continue as to an Indemnitee who has ceased to fall within the
definition of "Indemnitee" and shall inure to the benefit of the Indemnitee153s
heirs, executors and administrators. Any repeal or modification of any of the
provisions of this Section 3.07 shall not adversely affect any right or
protection of an Indemnitee existing at the time of such repeal or modification.

(e) If a claim under Section 3.07(c) or 3.07(d) is not paid in full by the
Company within 60 calendar days after a written claim has been received by the
Company, except in the case of a claim for an advancement of expenses, in which
case the applicable period shall be 20 calendar days, the Indemnitee may at any
time thereafter bring suit against the Company to recover the unpaid amount of
the claim. If successful in whole or in part in any such suit, or in a suit
brought by the Company to recover an advancement of expenses pursuant to the
terms of an undertaking, the Indemnitee shall also be entitled to be paid the
expenses of prosecuting or defending such suit. In (i) any suit brought by the
Indemnitee to enforce a right to indemnification hereunder (but not in a suit
brought by the Indemnitee to enforce a right to an advancement of expenses) it
shall be a defense that, and (ii) any suit brought by the Company to recover an
advancement of expenses pursuant to the terms of an undertaking, the Company
shall be entitled to recover such expenses upon a final adjudication that, the
Indemnitee has not met the applicable standard for indemnification set forth in
Sections 3.07(c) and 3.07(d). Neither the failure of the Company (including its
Board of Managers, independent legal counsel, or its Members) to have made a
determination prior to the commencement of such suit that indemnification of the
Indemnitee is proper in the circumstances because the Indemnitee has met the
standard of conduct for entitlement to indemnification, nor an actual
determination by the Company (including its Board of Managers, independent legal
counsel, or its Members) that the Indemnitee has not met the standard of conduct
for entitlement to indemnification, shall create a presumption that the
Indemnitee has not met such standard of conduct or, in the case of such a suit
brought by the Indemnitee, be a defense to such suit. In any suit brought by the
Indemnitee to enforce a right to indemnification or to an advancement of
expenses hereunder, or brought by the Company to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified, or to such advancement of
expenses, under this Section 3.07 or otherwise shall be on the Company. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolocontendere or its equivalent, shall not of itself
create a presumption that a Member, Manager or officer acted in such a manner as
to make him or her ineligible for indemnification.

31

(f) The rights to indemnification and to the advancement of expenses
conferred in this Section 3.07 shall not be exclusive of any other right which
any Person may have or hereafter acquire under any statute, this Agreement, any
other agreement, any vote of Managers or otherwise. However, no person shall be
entitled to indemnification by the Company by virtue of the fact that such
person is actually indemnified by another entity, including an insurer.

(g) The Company may maintain insurance, at its expense, to protect itself and
any Member, Manager, director, officer, employee or agent of the Company or
another limited liability company, corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether or not
the Company would have the power to indemnify such Person against such expense,
liability or loss under the Delaware Act.

(h) The Company shall from time to time enter into indemnification agreements
with Managers and officers in substantially the form attached hereto as Exhibit
C.

(i) The Company may, to the extent authorized from time to time by the Board
of Managers, grant rights to indemnification and to the advancement of expenses
to any person or entity not mandatorily entitled to indemnification under this
Section 3.07 and grant rights to indemnification and to the advancement of
expenses in addition to those granted in this Section 3.07 to any person or
entity mandatorily entitled to indemnification under this Section 3.07, in each
case as long as such person or entity has met the standard of conduct set forth
in the first sentence of Section 3.07(b).

32

ARTICLE IV

Governance

SECTION 4.01. Board of Managers. (a) The Company shall have a board of
managers (the "Board of Managers"). The Members hereby designate the
Board of Managers as the managers (within the meaning of the Delaware Act) of
the Company, with exclusive rights and responsibilities to direct the business
of the Company. The Board of Managers shall have the power to do any and all
acts necessary or convenient to or for the furtherance of the purposes described
herein, including all powers, statutory or otherwise, possessed by managers
under the laws of the State of Delaware.

(b) The Board of Managers shall be comprised of [ 143] members (each, a
"Manager"). As of the date of this Agreement, the Managers are [ 143].
Thereafter, each of the Managers shall be designated and removed at any time by
the holders of Membership Interests (voting or consenting in accordance with
Section 3.06(a)). A Manager shall hold office until his or her successor is
designated or until his or her earlier death, resignation or removal.

(c) Any Manager may attend a meeting of the Board of Managers in person, by
telephone or any other electronic communication device. At any meeting of the
Board of Managers, the presence, in person or by proxy, of a majority of the
Managers shall constitute a quorum. A Manager entitled to vote at any meeting of
the Board of Managers may authorize another Person, including another Manager,
to act in place of that Manager by proxy. The Board of Managers may act by
written consent in lieu of a meeting in accordance with Section 18-404 of the
Delaware Act.

(d) At any meeting of the Board of Managers, any action taken by the Board of
Managers shall require the approval of a majority of the Managers present, in
person or by proxy, at such meeting. Each Manager shall be entitled to one vote.

SECTION 4.02. Officers. The officers of the Company as of the date of
this Agreement shall continue to act in such capacity. Thereafter, the Board of
Managers may from time to time appoint (and subsequently remove) individuals to
act on behalf of the Company as "officers" or "agents" of the Company within the
meaning of Section 18-407 of the Delaware Act to conduct the day-to-day
management of the Company with such general or specific authority as the Board
of Managers may specify.

SECTION 4.03. Matters Requiring Morrison Consent. For so long as
Morrison Parties hold in aggregate at least 150,000 Series A Preferred
Membership Interests (excluding, for the avoidance of doubt, any Series A
Preferred Membership Interests previously converted to Common Membership
Interests), none of the following actions shall be taken by the Board of
Managers, the Company or any Subsidiary of the Company (whether by merger,
consolidation, reorganization or otherwise) without prior Morrison Consent:

33

(a) declaring, paying or making any Distributions by the Company to Members,
other than Distributions to Members expressly contemplated by Section 7.02 of
this Agreement (including any Distribution upon liquidation pursuant to Section
9.03);

(b) the Company, on the one hand, and any Member or Affiliate of a Member or
a Permitted Holder, on the other hand, entering into any material agreement or
other material transaction except (i) as contemplated in connection with the
Company Formation Transactions (including ongoing commercial relationships (so
long as in compliance with the Separation Principles (as defined in the
Investment Agreement)), (ii) for Distributions by the Company to Members in
accordance with this Agreement, (iii) for issuances of Equity Securities by the
Company in accordance with this Agreement, (iv) subject to the rights of holders
of Series A Preferred Membership Interests under Section 5.03, for any
investment in Common Membership Interests of the Company by Barnes&Noble (or
any of its Affiliates, officers, directors or any Permitted Holder) at a New
Issuance Valuation not less than the greater of (A) $1,500,000,000 and (B) the
highest New Issuance Valuation in respect of an issuance of Additional
Membership Interests issued to any third-party purchaser (other than a Morrison
Party), (v) any Equity Incentive Reimbursement Issuances, (vi) for trade
receivables and payables arising out of the transactions described in clause (i)
hereof and (vii) compensation arrangements (including equity incentive
compensation) with officers and employees of the Company and its Subsidiaries;
provided that Morrison Consent with respect to matters described in this
Section 4.03(b) which are entered into in the ordinary course of the business of
the Company (other than equity issuances described in clause (iv) hereof) shall
not be unreasonably withheld, conditioned or delayed and that such Morrison
Consent shall be deemed given if Morrison Parties entitled to give such Morrison
Consent have not responded to a request for such consent by the close of
business on the 10th Business Day following the date of such request.

(c) any amendment to, or waiver of, any provision of this Agreement or the
organizational documents of the Company153s Subsidiaries, or, subject to Section
9.01, any change of legal form of the Company, if such amendment, waiver or
change would adversely affect the rights or preferences of, or the restrictions
provided for the benefit of, Members holding the Series A Preferred Membership
Interests (excluding any amendment to the extent necessary to effect the
creation or issuance of Equity Interests permitted to be issued under this
Agreement);

(d) any voluntary bankruptcy filing, dissolution, liquidation or winding up
of the Company or any of its respective direct or indirect Subsidiaries;

(e) subject to Section 9.01, any authorization, designation or issuance of
(i) Senior Equity Interests; or (ii) Parity Equity Interests having a
liquidation preference in an amount in excess of $250,000,000 in aggregate;

(f) the redemption, purchase or acquisition of any (x) equity securities of
the Company or any Subsidiary of the Company which are held by a person other
than a Subsidiary of the Company or (y) any options, warrants or other rights to
acquire such securities, other than: (A) redemptions, purchases or other
acquisitions of shares of such securities in connection with any employment
contract, benefit plan or other similar arrangement with or for the benefit of
employees, officers, directors or consultants; (B) as a result of an exchange or
conversion of any class or series of such securities, for any other class or
series of such securities; (C) the purchase of fractional interests in shares of
such securities pursuant to the conversion or exchange provisions of such
security or the security being converted or exchanged; or (D) distributions of
such securities or rights to purchase such securities (subject to the other
restrictions set forth in this Agreement);

34

(g) the incurrence by the Company or any of its Subsidiaries of indebtedness
for borrowed money, other than (i) trade debt incurred in the ordinary course of
business, (ii) indebtedness incurred under a revolving credit facility in the
ordinary course of business to fund working capital and (iii) other indebtedness
for borrowed money in an outstanding principal amount not in excess of
$1,000,000,000; provided that the Company may incur indebtedness for
borrowed money without the prior consent of Morrison Parties entitled to give
such Morrison Consent if the Company in writing first offered Microsoft
Corporation by written notice the opportunity to provide such indebtedness to
the Company and Microsoft Corporation has elected not to provide such
indebtedness to the Company or has not responded to such offer by the close of
business on the 10th Business Day following the date of such offer; or

(h) (i) the distribution (by way of dividend, share distribution, exchange,
redemption, recapitalization or similar transaction) of securities of any entity
holding a significant portion of the assets and business of a Major Division,
including by way of spin-off, split-off or other distribution transaction; or
(ii) the sale, transfer, lease or other disposition of all or substantially all
of the assets constituting a Major Division, in each case other than a
distribution, sale, transfer, lease or other disposition that constitutes a
Change of Control or is a transaction pursuant to Section 9.01.

SECTION 4.04. Successor Covenants. Upon the occurrence of an event
described in Section 9.01 (and, in the case of covenants set forth in Section
4.03, so long as Morrison Parties hold in aggregate at least 150,000 shares of
Preferred Stock (excluding, for the avoidance of doubt, any Preferred Stock
converted to Company Common Stock)), the covenants set forth in Section 4.03 and
the restrictions on transfer set forth in Section 8.01, 8.02 and 8.04 shall be
included in any certificate of incorporation (or equivalent governing documents)
of an Issuer as terms of Preferred Stock with respect to Morrison Parties and
each other as a holder thereof and shall in any event continue to be in effect
with the same terms set forth in Section 4.03 except with such modifications as
are necessary for such covenants to apply to the Issuer with the same effect
that such covenants apply to the Company and such restrictions apply to holders
of the Series A Preferred Membership Interests (the "Successor
Covenants").

SECTION 4.05. Termination. Sections 4.03(a), (b), (d), (f), (g) and
(h), or the corresponding provisions of the Successor Covenants, shall terminate
immediately prior to the earlier to occur of an Initial Public Offering and a
Qualified Distribution.

SECTION 4.06. Equity Incentive Reimbursement Issuances. Any
reimbursement by NewCo of the cost of equity compensation of NewCo employees in
the form of Barnes&Noble equity awards shall be required to take the form of
Equity Incentive Reimbursement Issuances.

35

ARTICLE V

Capital Contributions; New Issuances; Preemptive Rights

SECTION 5.01. Capital Contributions. Pursuant to the Company Formation
Transactions, on or prior to the date hereof, the Initial Member will have made
an initial Capital Contribution to the Company in exchange for the issuance by
the Company of Membership Interests to the Beckett Member as set forth on
Schedule A. Pursuant to the Investment Agreement, on or prior to the date
hereof, Morrison will have made a Capital Contribution to the Company in
exchange for the issuance by the Company of Membership Interests as set forth on
Schedule A.

SECTION 5.02. New Issuances of Equity Capital. Subject to the terms of
this Agreement (including Section 4.03 and 5.03), the Board of Managers may
determine the form, timing and terms of any new issuance of Membership Interests
of the Company to any Person, or any sale or granting of options to purchase
Membership Interests of the Company, and will notify the Members of such
decision. Any such Person subscribing to any issuance of Membership Interests or
exercising any option to purchase Membership Interests shall be required to
become a party to this Agreement as a Member, and shall have all the rights and
obligations of a Member hereunder, by executing a Joinder Agreement in the form
of Exhibit A or in such other form that is satisfactory to the Board of
Managers.

SECTION 5.03. Preemptive Rights. (a) At any time after the date hereof
that the Company proposes to issue or sell any Equity Interests to any Person
(including any Member) (other than: (i) in connection with any Initial Public
Offering or Qualified Distribution, (ii) pursuant to any present or future
employee, officer or director benefit plan or program of or assumed by the
Company or any of its Subsidiaries, (iii) in connection with any merger,
consolidation, acquisition for stock, business combination or any similar
extraordinary transaction, (iv) the issuance of Common Membership Interests as a
dividend or distribution to all or substantially all holders of Common
Membership Interests, or a subdivision or combination of Common Membership
Interests or a reclassification of (or similar action with respect to) Common
Membership Interests into a greater or lesser number of Common Membership
Interests) or (v) Equity Incentive Reimbursement Issuances, each holder of
Series A Preferred Membership Interests at such time shall be afforded the
opportunity to acquire from the Company for the same price (net of any
underwriting discounts or sales commissions) and on the same terms as such
Equity Interests are proposed to be offered (or, to the extent such Equity
Interests are offered for consideration (or the exercise price of which is to be
paid in consideration) other than cash, the cash equivalent thereof) an amount
of Equity Interests up to the aggregate amount of Equity Interests to be offered
or sold (including those to be sold to the holders of Series A Preferred
Membership Interests pursuant to this Section 5.03) multiplied by such holder153s
Percentage Interest; provided that if a holder of Series A Preferred
Membership Interests is entitled to and elects to adjust the Conversion Price
upon any issuance of Equity Interests pursuant to Section 3.05(b)(i), such
holder shall not be entitled to preemptive rights under this Section 5.03 in
respect of such issuance.

36

(b) In the event the Company proposes to offer or sell Equity Interests that
are subject to this Section 5.03, it shall give each holder of Series A
Preferred Membership Interests at such time written notice (a "Subscription
Notice") of its intention, describing the type of such Equity Interest,
price (or range of prices), anticipated amount of such Equity Interests, timing,
and other terms upon which the Company proposes to issue or sell the same, no
later than two Business Days after the Company proposes to pursue such issuance
or sale. Each such holder shall have 15 Business Days from the date of receipt
of a Subscription Notice to notify the Company in writing (a "Participation
Notice") that it intends to exercise its rights provided in this Section
5.03 and, the amount of such Equity Interests such holder desires to purchase,
up to the maximum amount calculated pursuant to Section 5.03(a). Such
Subscription Notice shall constitute a nonbinding indication of interest of the
holder of Series A Preferred Membership Interests to purchase the amount of such
Equity Interests so specified at the price and other terms set forth in the
Company153s notice to it. The failure of a holder of Series A Preferred Membership
Interests to respond within such 15-Business Day period shall be deemed to be a
waiver of such holder153s rights under this Section 5.03 only with respect to the
offering described in the applicable Subscription Notice.

(c) If a holder of Series A Preferred Membership Interests exercises its
rights provided in this Section 5.03, the closing of the purchase of the Equity
Interests with respect to which such right has been exercised shall take place
within 90 days after the giving of notice of such exercise, which period of time
shall be extended for a maximum of 180 days in order to comply with applicable
laws and regulations (including receipt of any applicable regulatory approvals).
The Company and each holder of Series A Preferred Membership Interests
exercising its rights under Section 5.03 will use commercially reasonable
efforts to secure any regulatory approvals or other consents, and to comply with
any law or regulation necessary in connection with the issuance, sale and
purchase of, such Equity Interests.

(d) In the event that a holder of Series A Preferred Membership Interests
fails to exercise its rights provided in this Section 5.03 within such
10-Business Day period or, if so exercised, a holder of Series A Preferred
Membership Interests is unable to consummate such purchase within the time
period specified in Section 5.03(c) because of such holder153s failure to obtain
any required regulatory consent or approval, the Company shall thereafter be
entitled (during the period of 90 days following the conclusion of the
applicable period) to sell or enter into an agreement (pursuant to which the
sale of the Equity Interests covered thereby shall be consummated, if at all,
within 90 days from the date of said agreement) to sell the Equity Interests not
elected to be purchased pursuant to this Section 5.03 by such holder or which
such holder is unable to purchase because of such failure to obtain any such
consent or approval, at a price no less than that offered to the holders of
Series A Preferred Membership Interests, and otherwise upon terms no more
favorable to the purchasers of such securities than were specified in the
Company153s Subscription Notice to the holders of Series A Preferred Membership
Interests. Notwithstanding the foregoing, if such sale is subject to the receipt
of any regulatory approval or consent or the expiration of any waiting period,
the time period during which such sale may be consummated shall be extended
until the expiration of 10 Business Days after all such approvals or consents
have been obtained or waiting periods expired, but in no event shall such time
period exceed 270 days from the date of the applicable agreement with respect to
such sale. In the event the Company has not sold the Equity Interests or entered
into an agreement to sell the Equity Interests within such 90-day period (or
sold and issued Equity Interests in accordance with the foregoing within 90 days
from the date of such agreement (as such period may be extended in the manner
described above for a period not to exceed 270 days from the date of such
agreement), the Company shall not thereafter offer, issue or sell such Equity
Interests without first offering such securities to holders of Series A
Preferred Membership Interests in the manner provided in this Section 5.03.

37

(e) In the case of the issuance or sale of Equity Interests that are subject
to this Section 5.03 for a consideration in whole or in part other than cash,
including securities acquired in exchange therefor (other than securities by
their terms so exchangeable), the consideration other than cash shall be deemed
to be the fair value thereof as determined in good faith by the Board of
Managers; provided, however, that such fair value as determined by
the Board of Managers shall not exceed the aggregate market price of the
securities being offered as of the date the Board authorizes the offering of
such securities.

(f) This Section 5.03 shall terminate immediately prior to, and shall not
apply to, the earlier to occur of an Initial Public Offering and a Qualified
Distribution.

ARTICLE VI

Capital Accounts; Allocations of Profit and Loss; Tax
Matters

SECTION 6.01. Initial Capital Accounts. (a) The Company shall
establish a capital account (a "Capital Account") for each Member, which
shall be maintained and adjusted as provided in this Article VI. Each Member153s
initial Capital Account is set forth on Schedule B.

(b) Adjustments to Capital Accounts. The initial Capital Account of a
Member shall be (i) increased by the amount of (A) cash and the fair market
value of any property contributed to the Company by such Member (net of
liabilities secured by such contributed property that the Company is considered
to assume or take subject to) and (B) any Net Income allocated to such Member
under Section 6.02 and any other items of income and gain allocated to such
Member under Section 6.02; and (ii) decreased by the amount of (A) cash and the
fair market value of any property distributed by the Company to such Member (net
of liabilities secured by such distributed property that such Member is
considered to assume or take subject to) and (B) any Net Loss allocated to such
Member under Section 6.02 and any other items of deduction or loss allocated to
such Member under Section 6.02.

(c) Revaluations. Upon the occurrence of any event specified in
Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, the Tax
Matters Member shall cause the Capital Accounts to be adjusted in accordance
with that Section of the Treasury Regulations to reflect the fair market value
of the Company153s assets at the time of such occurrence.

38

(d) Transfers of Interests. If any Membership Interest is Transferred,
the transferee shall succeed to the portion of the transferor153s Capital Account
attributable to that Membership Interest.

(e) General 704(b) Authority. The foregoing provisions and the other
provisions of this Agreement relating to the maintenance of Capital Accounts are
intended to comply with the Treasury Regulations under Section 704(b) of the
Code and shall be interpreted and applied in a manner consistent with those
Treasury Regulations. The Company, after consultation with the Tax Matters
Member, is authorized to make reasonable adjustments in the allocation of the
income, gain, loss, deduction and credit of the Company to the minimum extent
necessary to comply with Section 704(b) of the Code (including any adjustments
to any item thereof required as a result of (i) any amendment to the Code or the
Treasury Regulations or (ii) the adjustment of any tax item by the Service);
provided, however, that no such adjustment shall be made if it
would materially change the economic rights and obligations of the Members
otherwise set forth in this Agreement.

SECTION 6.02. Allocations of Book Income and Loss. (a) Calculation
of Net Income and Net Loss. (i) General. "Net Income" or
"Net Loss", as appropriate, shall equal, for any taxable period, the
taxable income or tax loss of the Company for such period for U.S. Federal
income tax purposes, as determined by taking into account any separately stated
items, increased by the amount of any tax-exempt income of the Company during
such period and decreased by the amount of any expenditures described in Section
705(a)(2)(B) of the Code (taking into account Section
1.704-1(b)(2)(iv)(i) of the Treasury Regulations) of the Company during
such period; provided, however, that Net Income or Net Loss shall
be computed excluding any item of income, gain, loss or deduction allocated
pursuant to Section 6.02(c) or (d).

(ii) Contributed Property. With respect to any property contributed
by a Member to the Company at a time when the property153s adjusted tax basis
differs from its fair market value, and with respect to all property of the
Company after any adjustment to the Capital Accounts pursuant to Section
6.01(c), Net Income or Net Loss (and the constituent items of income, gain, loss
and deduction) shall be computed in accordance with the principles of Section
1.704-1(b)(2)(iv)(g) of the Treasury Regulations and the "traditional
method" of Section 1.704-3(b) of the Treasury Regulations.

(iii) Distributed Property. With respect to any property distributed
by the Company to a Member at a time when the property153s adjusted book basis
differs from its fair market value, Net Income or Net Loss (and the constituent
items of income, gain, loss and deduction) shall be computed in accordance with
the principles of Section 1.704-1(b)(2)(iv)(e) of the Treasury
Regulations.

39

(b) General Allocations. (i) Allocations of Net Income. Net
Income for any taxable period shall be allocated in the following order and
amounts:

(A) First, if any Net Loss shall have been previously allocated to
Members pursuant to Section 6.02(b)(ii)(E), to such Members in an amount equal
to, and in proportion to, such Net Losses not previously taken into account
under this paragraph (A);

(B) Second, if any Net Loss shall have been previously allocated to
Members pursuant to Section 6.02(b)(ii)(D), to such Members in an amount equal
to, and in proportion to, such Net Losses not previously taken into account
under this paragraph (B);

(C) Third, if any Net Loss shall have been previously allocated to
Members holding Series A Preferred Membership Interests pursuant to Section
6.02(b)(ii)(C), to such Members in an amount equal to, and in proportion to,
such Net Losses not previously taken into account under this paragraph (C);

(D) Fourth, if any Net Loss shall have been previously allocated to
Members holding Common Membership Interests pursuant to Section 6.02(b)(ii)(B),
to such Members in an amount equal to, and in proportion to, such Net Losses not
previously taken into account under this paragraph (D);

(E) Fifth, to the Members in proportion to their Percentage Interests.

(ii) Allocations of Net Loss. Net Loss for any taxable period shall
be allocated in the following order and amounts:

(A) First, if any Net Income shall have been previously allocated to
Members under Section 6.02(b)(i)(E), to such Members in an amount equal to, and
in proportion to, such Net Income not previously taken into account under this
paragraph (A);

(B) Second, to the Members holding the Common Membership Interests, in
proportion to their respective Percentage Interests; provided,
however, that Net Loss shall not be allocated to any Member under this
paragraph (B) to the extent such allocation would cause (or increase) an
Adjusted Capital Account Deficit for such Member, and any Net Loss not allocated
to any such Member by operation of this proviso shall be allocated to the other
Members holding Common Membership Interests, in proportion to their respective
Percentage Interests and consistent with the principles of this paragraph (B)
until the Adjusted Capital Account Balance of each Member holding Common
Membership Interests equals zero;

(C) Third, to the Members holding Series A Preferred Membership
Interests, in proportion to their respective Percentage Interests;
provided, however, that Net Loss shall not be allocated to any
Member under this paragraph (C) to the extent such allocation would cause (or
increase) an Adjusted Capital Account Deficit for such member, and any Net Loss
not allocated to any such Member by operation of this proviso shall be allocated
to the other Members holding Series A Preferred Membership Interests, in
proportion to their respective Percentage Interests and consistent with the
principles of this paragraph (C) until the Adjusted Capital Account Balance of
each Member holding Series A Preferred Membership Interests equals zero;

40

(D) Fourth, to the Members to the extent, and in the proportion that,
such Members bear the economic risk of loss for any liabilities of the Company
within the meaning of the Treasury Regulations promulgated under Section 752 of
the Code, excluding liabilities described in Section 1.752-2(c) of the Treasury
Regulations; and

(E) Fifth, to the Members in proportion to their Percentage Interests.

(c) Regulatory Allocations. Notwithstanding anything to the contrary
in Section 6.02(b), the Company shall make allocations of items of income, gain,
loss or deduction of the Company as set forth in paragraphs (i), (ii) and (iii)
of this Section 6.02(c) (the "Regulatory Allocations").

(i) Minimum Gain Chargeback. Items of income and gain shall be
allocated among the Members at such times and in such amounts as necessary to
satisfy the minimum gain chargeback requirements of Sections 1.704-2(f) and
1.704-2(i)(4) of the Treasury Regulations.

(ii) Allocation of Deductions Attributable to Member Nonrecourse
Liabilities. Any nonrecourse deductions attributable to a Member
Nonrecourse Liability shall be allocated among the Members that bear the
economic risk of loss for that liability in accordance with the ratios in which
such Members share such economic risk of loss and in a manner consistent with
the requirements of Sections 1.704-2(c), 1.704-2(i)(2) and 1.704-2(j)(1) of the
Treasury Regulations.

(iii) Qualified Income Offset. The Company shall specially allocate
items of income and gain when and to the extent required to satisfy the
"qualified income offset" requirement Section 1.704-1(b)(2)(ii)(d) of
the Treasury Regulations.

(iv) Offsetting Allocations. If a Regulatory Allocation is made to a
Member, to the extent possible, such Member shall be allocated items of income,
gain, loss and deduction of the Company so that the Regulatory Allocations,
taken together with such other allocations, shall have the same effect on such
Member as if the Regulatory Allocations had not been made. In exercising its
discretion to allocate items under this Section 6.02(c)(iv), the Company shall
take into account future Regulatory Allocations under Section 6.02(c)(i) that,
although not yet made, are likely to offset other Regulatory Allocations
previously made under Section 6.02(c)(ii).

(d) Additional Allocations. (i) Notwithstanding anything to
the contrary in this Agreement, Net Loss (or, if necessary, individual items of
deduction or loss) shall be allocated to Morrison, or in the case when Morrison
has Transferred its interests to a Morrison Party pursuant to Section 8.04, to
such Morrison Party, in an amount equal to the aggregate operational cost
expenses paid by Morrison (or any of its Affiliates) to the Company pursuant to
Section 7.4 of the Commercial Agreement. In addition, the operational cost
expenses paid by Morrison (or any of its Affiliates) to the Company pursuant to
Section 7.4 of the Commercial Agreement shall be treated as contributions to the
Company by Morrison, or in the case when Morrison has Transferred its interests
to a Morrison Party pursuant to Section 8.04, by such Morrison Party, for
purposes of Section 6.01(b)(i)(A).

41

(ii) Except as provided in Section 6.02(c), and notwithstanding Section
6.02(b), for the taxable period in which a liquidation of the Company occurs,
all items of income, gain, deduction or loss of the Company for such taxable
period shall be allocated such that the balance in each Member153s Capital Account
as of the date of liquidation equals, as nearly as possible, the amount to be
distributed to that Member pursuant to Section 7.03.

(iii) Except as provided in Section 6.02(c), and notwithstanding Section
6.02(b), in the case of a Change of Control Sale, all items of income, gain,
deduction or loss of the Company shall be allocated such that the balance of the
selling Member153s Capital Account as of the date of the Change of Control Sale
equals, as nearly as possible, the Change of Control Payment. In the case of a
Partial Sale, the selling Member153s Capital Account shall be bifurcated based on
the percentage of the selling Member153s Interests sold in the Partial Sale, and
all items of income, gain, deduction or loss of the Company shall be allocated
such that such percentage of the selling Member153s Capital Account equals, as
nearly as possible, the Change of Control Payment. In addition, the Change of
Control Payment received by a selling Member in a Partial Sale shall be treated
as a distribution for purposes of Section 6.01(b)(ii)(A).

SECTION 6.03. Allocations of Taxable Income and Loss. The Company153s
ordinary income and losses, capital gains and losses, and other tax items as
determined for U.S. Federal income tax purposes (and each item of income, gain,
deduction and loss entering into the computation thereof) shall be allocated
among the Members in the same proportions as the corresponding "book" items are
allocated under Section 6.02. Notwithstanding the foregoing sentence, U.S.
Federal income tax items relating to any property contributed or deemed
contributed (including in connection with a revaluation under Section 6.01(c))
by a Member to the Company shall be allocated among the Members in accordance
with Section 704(c) of the Code and the "traditional method" of Section
1.704-3(b) of the Treasury Regulations, as applicable, to take into account any
difference between the fair market value and the tax basis of such property as
of the date of such contribution (or deemed contribution). Items described in
this Section 6.03 shall neither be credited nor charged to Capital Accounts.

SECTION 6.04. Excess Nonrecourse Liabilities. The "excess
nonrecourse liabilities" (as defined in Section 1.752-3(a)(3) of the Treasury
Regulations) of the Company shall be allocated among the Members in proportion
to their Percentage Interests.

42

SECTION 6.05. Allocations in Respect of Transferred Membership
Interests. If any Membership Interests are Transferred during a taxable
period, the tax items attributable to those Membership Interests for that year
shall be allocated between the transferor and transferee based upon the number
of days each such Person holds those Membership Interests during the period or
in any other manner that is permitted under Section 706 of the Code, agreed by
the transferor and transferee, and approved by the Tax Matters Member.

SECTION 6.06. Elections. Except as otherwise expressly provided herein
(including Section 6.10), all elections required or permitted to be made by the
Company under applicable tax law, and all decisions with respect to the
calculation of its income or loss under applicable tax law, shall be made in
such manner as may be determined by the Tax Matters Member; provided
that (i) the Company shall make the election described in Section 754 of the
Code at the request of any Member and (ii) subject to the final sentence of
Section 6.10, the Company shall not make any other tax election that would be
materially adverse to Morrison without prior Morrison Consent, which consent
shall not be unreasonably withheld, conditioned or delayed.

SECTION 6.07. Fiscal Year. The fiscal year of the Company for
accounting purposes shall be each year ending on the Saturday closest to the
last day of April. The taxable year of the Company shall be the taxable year of
the Beckett Member.

SECTION 6.08. Withholding. Notwithstanding anything contrary herein,
the Company and the Tax Matters Member are authorized to take any and all
actions that they determine to be necessary or appropriate to ensure that the
Company satisfies any and all withholding and tax payment obligations under
applicable law. Without limiting the generality of the foregoing, the Tax
Matters Member may cause the Company to withhold any amount that it determines
is required to be withheld or paid from any amounts otherwise distributable to
any Member hereunder and any such withheld amount shall be deemed to have been
distributed to such Member for purposes of this Agreement. In the event that the
Tax Matters Member causes the Company to withhold or pay tax in respect of any
Member for any period in excess of the amount otherwise distributable to such
Member for such period, such excess shall be treated as a recourse loan to such
Member that shall bear interest at a variable rate equal to the Prime Rate and
shall be payable by such Member to the Company on demand.

SECTION 6.09. Tax Matters Member. With respect to any taxable period,
Barnes&Noble shall act as the "tax matters partner" (the "Tax Matters
Member") of the Company within the meaning of Section 6231(a)(7) of the Code
and in any similar capacity under applicable state, local or foreign tax law.
All reasonable out-of-pocket expenses incurred by the Tax Matters Member while
acting in such capacity shall be paid or reimbursed by the Company.
Barnes&Noble may resign as the Tax Matters Member, in which case it shall be
replaced by a Person chosen by the Members, voting as a single class, to serve
as the Tax Matters Member. The Tax Matters Member shall keep the other Members
reasonably informed as to any material tax inquiries, examinations or
proceedings relating to the Company and shall submit to the other Members, for
their review and comment, any settlement or compromise offer with respect to any
material disputed item of income, gain, loss, deduction or credit of the
Company. The Tax Matters Member shall not settle or contest a dispute with
respect to any material item of income, gain, loss, deduction or credit of the
Company in a forum which will require a Member to pay any material amount of tax
liabilities associated with such dispute before the final resolution of such
dispute without the written consent of such Member, which shall not be
unreasonably withheld, conditioned or delayed.

43

SECTION 6.10. Partnership Status. It is the intent of the Company and
the Members that the Company be classified as a partnership for U.S. Federal,
state and local tax purposes, and neither the Company nor any Member shall file
any tax return, make any election or take any other action or position
inconsistent with that intention. With respect to any Subsidiary of the Company
that is organized under the laws of the United States or any state thereof,
neither the Company nor such Subsidiary shall take any action that would result
in such Subsidiary becoming an association taxable as a corporation for U.S.
Federal income tax purposes. Notwithstanding the preceding two sentences, no
action that would be prohibited by either of such two sentences shall be
prohibited if the action is in connection with an Initial Public Offering or a
Qualified Distribution.

SECTION 6.11. Restoration of Negative Capital Account; Return of Capital.
(a) A Member with a negative balance in its Capital Account shall have no
obligation to the Company to restore such negative balance.

(b) No Member shall be entitled to withdraw any part of its Capital
Contributions or demand distributions of any amount in its Capital Account, to
receive interest on its Capital Contributions or Capital Account or to receive
any distributions from the Company, except as expressly provided herein or as
required under the Delaware Act as then in effect and which requirement the
Members may not waive. No Member shall be entitled to the return of any part of
its Capital Contribution. No Member shall be liable for the return of the
Capital Contributions (or any portion thereof) of any other Member.

SECTION 6.12. Tax Information. The Company shall timely cause to be
prepared all U.S. Federal, state, local and foreign tax returns (including
information returns) required to be filed by the Company and its Subsidiaries
and, after review and approval of such tax returns by the Tax Matters Member,
shall cause such tax returns to be timely filed. Upon the reasonable request of
any Member, the Company shall provide such Member with access to such tax
returns that have been so filed. With respect to each taxable period of the
Company, no later than 30 days before the due date for the Company153s U.S.
Federal income tax return for that year (taking into account any applicable
extensions), the Company shall send to each Member a copy of such Member153s U.S.
Internal Revenue Service Schedule K-1 with respect to such tax return. The
Company shall provide to each Member such information with respect to the
operations of the Company and its Subsidiaries as is reasonably requested by
such Member to file any required U.S. Federal, state, local and foreign tax
returns of such Member or its Affiliates.

44

ARTICLE VII

Distributions; Liquidation Events; Redemption

SECTION 7.01. Distributions. Subject to Sections 4.03(a) and 7.03 and
Sections 18-607 and 18-804 of the Delaware Act and other applicable law, the
Board of Managers may declare Distributions to the Members in proportion to
their Percentage Interests, at such times as it deems appropriate, in its sole
discretion.

SECTION 7.02. Tax Distributions. (a) Notwithstanding Section 7.01, if
the Company has net taxable income for U.S. Federal income tax purposes for any
taxable period, the Company shall determine the Unfunded Taxes, if any, of each
Member. "Unfunded Taxes" of any Member shall equal the excess of (i) the
product of (A) the highest marginal U.S. Federal statutory income tax rate
applicable to corporations plus three percent and (B) the excess, if any, of (1)
the aggregate net taxable income allocated to such Member in the current and all
preceding taxable periods over (2) the aggregate net taxable loss allocated to
such Member in all preceding taxable periods over (ii) all cash Distributions to
such Member in the current and all preceding taxable periods.

(b) The Company shall identify the Member with the highest amount of Unfunded
Taxes. The Company shall distribute to such Member an amount equal to its
Unfunded Taxes and shall distribute to each other Member an amount such that all
distributions made under this Section 7.02(b) are to the Members in proportion
to their Percentage Interests.

(c) Distributions under Section 7.02(b), if any, shall be made to the Members
within 45 days after the end of the applicable taxable period of the Company.

(d) Any amounts distributed to a Member pursuant to Section 7.02(b) shall
reduce, on a dollar-for-dollar basis until fully recovered, the amount of any
Distribution to which such Member is otherwise entitled under this Agreement.

SECTION 7.03. Liquidation Events. (a) In the event of a Liquidation
Event, the holders of Series A Preferred Membership Interests shall be entitled,
out of assets legally available therefor (subject to creditors153 reserves for
payments to creditors in accordance with Section 9.03(b)), before any
distribution or payment out of the assets of the Company may be made to or set
aside for the holders of any Junior Equity Interests, and subject to the rights
of the holders of any Senior Equity Interests and Parity Equity Interests upon
liquidation and the rights of the Company153s creditors, to receive in full a
liquidating distribution in an amount equal to $1,000 (together with any
Distribution to which a Series A Preferred Membership Interest is entitled under
Section 7.01 which has not yet been paid) for each Series A Preferred Membership
Interest of such holder then outstanding (such amount, the "Liquidation
Preference"). The holders of Series A Preferred Membership Interests shall
not be entitled to any further payments with respect to any Membership Interests
in the event of any such Liquidation Event, other than what is expressly
provided for in this Section 7.03; provided, however, that in the
event of a Liquidation Event involving Barnes&Noble, each holder of Series A
Preferred Membership Interests may elect with respect to each Series A Preferred
Membership Interest to receive the Liquidation Preference or continue to hold
such Series A Preferred Membership Interest.

45

(b) If the assets of the Company are not sufficient to pay in full the
aggregate liquidating distributions required to be paid pursuant to Section
7.03(a) to the holders of Series A Preferred Membership Interests and all
holders of Parity Equity Interests having paripassu rights as to
liquidation, the amounts distributed to the holders of Series A Preferred
Membership Interests and all such Parity Equity Interests shall be paid pro rata
in accordance with the respective aggregate liquidating distributions to which
they would otherwise be entitled.

(c) Following the distribution to holders of Series A Preferred Membership
Interests described in Section 7.03(a), the Board of Managers pursuant to
Section 9.03 will distribute any remaining proceeds of the liquidation of the
Company to holders of Junior Equity Interests in proportion to their Percentage
Interests (including Members holding Common Membership Interests).

SECTION 7.04. Change of Control Sale. (a) In the event of a Change of
Control, the Company shall provide notice of the Change of Control to each
holder of Series A Preferred Membership Interests on the effective date of the
Change of Control (the "Change of Control Effective Date"), and each
holder of outstanding Series A Preferred Membership Interests shall have the
option, during the period beginning on the Change of Control Effective Date and
ending on the date that is 30 Business Days after the Change of Control
Effective Date, to require the Company to purchase (a "Change of Control
Sale"), out of funds legally available therefor (subject to creditors153
reserves for payments to creditors in accordance with 9.03(b)), before any
distribution or payments may be made to or set aside for the holders of any
Junior Equity Interests, any or all of its Series A Preferred Membership
Interests at a purchase price per Series A Preferred Membership Interest,
payable in cash, equal to the greater of (i) 101% multiplied by the Liquidation
Preference and (ii) the amount which would have been received by such holder per
Series A Preferred Membership Interest if the Series A Preferred Membership
Interests of such holder then outstanding had been converted into Common
Membership Interests pursuant to Section 3.04 immediately prior to such Change
of Control (a "Change of Control Payment").

(b) Change of Control Sale Procedure. To exercise a Change of Control
Sale option, a holder of Series A Preferred Membership Interests must, no later
than 5:00 p.m. New York City time, on the date by which such option must be
exercised surrender to the Company (or the Company153s duly appointed agent), the
certificates representing the Series A Preferred Membership Interests to be sold
and indicate that it is exercising its Change of Control Sale option.

(c) Delivery upon Change of Control Sale. Upon a Change of Control
Sale, the Company shall deliver or cause to be delivered by mail or wire
transfer to each holder exercising a Change of Control Sale option the Change of
Control Payment with respect to each Series A Preferred Membership Interests
surrendered.

46

(d) Unsold Series A Preferred Membership Interests. If a holder of
Series A Preferred Membership Interests does not elect to exercise the Change of
Control Sale option pursuant to this Section 7.04 with respect to all of its
Series A Preferred Membership Interests, the Series A Preferred Membership
Interests held by it and not surrendered for settlement will remain outstanding
until otherwise subsequently converted, redeemed, reclassified or canceled.

(e) Partial Exercise of Change of Control Sale. In the event of a
Partial Sale, upon such Partial Sale, the Company shall countersign and deliver
to such selling Member, at the expense of the Company, a certificate evidencing
the Series A Preferred Membership Interests held by such selling Member as to
which a Partial Sale was not effected.

SECTION 7.05. Redemption. (a) Redemption at the Option of Series A
Preferred Membership Interests. (i) If there is (A) a termination of the
Commercial Agreement based on a NewCo Material Default (as defined therein) or
(B) a termination of the Patent Settlement and License Agreement under Section
5.2(a) thereof based on a refusal to pay royalty payments due thereunder which
also constitutes a NewCo Material Default (as such term is defined in the
Commercial Agreement) by the Company under the Commercial Agreement that would
entitle Microsoft Corporation to terminate the Commercial Agreement, the
Morrison Party or Morrison Parties then holding a majority of Membership
Interests held by Morrison Parties may elect to require the Company to redeem
the outstanding Series A Preferred Membership Interests held by Morrison Parties
for cash at a price equal to the greater of (x) 101% multiplied by the
Liquidation Preference and (y) the amount which would have been received by such
holder per Series A Preferred Membership Interest if the Series A Preferred
Membership Interests of such holder then outstanding had been converted into
Common Membership Interests pursuant to Section 3.04 immediately prior to the
occurrence of the event triggering the right to elect redemption (the
"Redemption Amount"); provided that if such cash redemption is not
permitted by the terms of the agreements governing the Company153s or
Barnes&Noble153s third-party indebtedness for borrowed money then in effect,
any such election may instead, at the option of such Morrison Party or Morrison
Parties entitled to such election, require the Company to redeem all the Series
A Preferred Membership Interests for an amount of Common Membership Interests
with a Fair Market Value equal to the Redemption Amount.

(ii) Barnes&Noble hereby agrees that during the period ending on the
earlier of (A) the 12-month anniversary of the Launch Date or (B) the date of
the earlier to occur of an Initial Public Offering and a Qualified Distribution,
upon such election during such period to require the Company to redeem the
Series A Preferred Membership Interests pursuant to Section 7.05(a)(i),
Barnes&Noble shall take all action necessary (which may include providing
additional funds to the Company) to cause the Company to effect any redemption
required pursuant to Section 7.05(a).

(iii) To elect pursuant to this Section 7.05(a) to require the Company to
redeem the outstanding Series A Preferred Membership Interests held by the
Morrison Party or Morrison Parties entitled to such election shall deliver
written notice (a "Morrison Notice of Redemption") to the Company on a
date no later than 20 Business Days following the date of the event giving rise
to such right of redemption, stating that it wishes to redeem its Series A
Preferred Membership Interests pursuant to this Section 7.05(a) and describing
the basis for such right of redemption under this Section 7.05(a). The Company
shall thereafter promptly notify the Morrison Parties of the date on which such
redemption is to occur (the "Morrison Optional Redemption Date"), such
Morrison Optional Redemption Date falling no more than five months after the
receipt by the Company of the Morrison Notice of Redemption. No later than 5:00
p.m. New York City time on the Morrison Optional Redemption Date applicable to
such redemption, the relevant Morrison Parties shall surrender to the Company
certificates representing all Series A Preferred Membership Interests owned by
the Morrison Parties in exchange for payment by the Company to the Morrison
Parties of the Redemption Amount. Promptly after such redemption, an officer of
the Company will amend Schedule A hereto to reflect the redemption and will
deliver a certificate to each Member stating that such redemption has been
effected, together with an amended copy of Schedule A hereto. Effective
immediately prior to the close of business on the Morrison Optional Redemption
Date applicable to such redemption, such Series A Preferred Membership Interests
shall cease to be outstanding. Such Series A Preferred Membership Interests
redeemed in accordance with this Section 7.05 shall be retired promptly after
the acquisition by the Company thereof, and the certificates representing any
such Series A Preferred Membership Interests surrendered to the Company shall be
canceled.

47

(b) Redemption at the Option of the Company. (i) The Company shall
have the right at any time after the fifth anniversary of the Launch Date to
redeem all but not less than all of the Series A Preferred Membership Interests
(but not any Common Membership Interests issued upon the conversion of the
Series A Preferred Membership Interests, including upon a conversion following
notice of redemption but prior to the redemption being effected) at a price
equal to the Redemption Amount.

(ii) Redemption Procedure. In order to effect a redemption at the
option of the Company pursuant to this Section 7.05(b), the Company shall
provide notice of such redemption to each holder of Series A Preferred
Membership Interests (a "Company Notice of Redemption"). The redemption
date applicable to such redemption, and selected by the Company (the
"Company Optional Redemption Date"), shall be no less than 30 days and no
greater than 60 days after the date on which the Company delivers the Company
Notice of Redemption to holders of the Series A Preferred Membership Interests.
In addition to any information required by applicable law or regulation, the
Company Notice of Redemption shall state, as appropriate:

(A) the Company Optional Redemption Date;

(B) the redemption price; and

(C) the instructions each holder of Series A Preferred Membership Interests
must follow with respect to the redemption, including the method for
surrendering the certificates for the Series A Preferred Membership Interests to
be redeemed for payment of the redemption price.

48

(c) Effectiveness of Redemption. In the case of a redemption pursuant
to Section 7.05(b), if the Company Notice of Redemption has been duly given, and
if on or after the date that is no more than 30 calendar days prior to the
Company Optional Redemption Date applicable to such redemption all funds
necessary for such redemption have been deposited by the Company in trust for
the benefit of the applicable holders of Series A Preferred Membership Interests
with a bank or trust company doing business in the Borough of Manhattan, The
City of New York, and having a capital and surplus of at least $500,000,000 and
selected by the Company, so as to be and continue to be available solely
therefor, then, notwithstanding that any certificate for any Series A Preferred
Membership Interest so called for redemption has not been surrendered, on and
after the Company Optional Redemption Date, all Series A Preferred Membership
Interests so called for redemption shall no longer be deemed outstanding and all
rights with respect to such Series A Preferred Membership Interests shall
forthwith on such Company Optional Redemption Date applicable to such redemption
cease and be terminated, except for the right of the holders thereof to receive
the amount payable on such redemption from such bank or trust company, without
interest. Any funds unclaimed at the end of three years from the Company
Optional Redemption Date applicable to such redemption shall, to the extent
permitted by law, be released to the Company, after which time holders of the
Series A Preferred Membership Interests so called for redemption shall look only
to the Company for payment of the redemption price of such Series A Preferred
Membership Interests.

SECTION 7.06. Morrison Put. (a) If on the date following the fifth
anniversary of the Launch Date, the Company has not completed an Initial Public
Offering or Qualified Distribution, the Morrison Party or Morrison Parties then
holding a majority of Membership Interests held by Morrison Parties shall have
the right by written notice to the Company to elect to require the Company to
purchase their Series A Preferred Membership Interests within five months of
delivery of written notice to the Company of such election at a price equal to
the fair market value of such Series A Preferred Membership Interests as
determined under the appraisal procedures described in Section 7.06(b).

(b) Appraisal Procedures. Appraisal of the Series A Preferred
Membership Interests for purposes of Section 7.06(a) shall be conducted pursuant
to the following procedures: (i) each of Microsoft Corporation and the Company
shall appoint an independent nationally recognized investment bank or appraiser
(each, an "Appraiser"), (ii) each Appraiser shall independently make a
determination of the fair market value of the Series A Preferred Membership
Interests for purposes of the definition of Qualified Distribution or Section
7.06, as the case may be, (iii) (A) if the higher value determined by such
Appraisers is no greater than 110% of the lower value determined by such
Appraisers, then the fair market value for purposes of this Section 7.06, as the
case may be, shall be the average of the two values determined by such
Appraisers and (B) otherwise, such Appraisers shall jointly agree on a third
independent nationally recognized investment bank or appraiser (the "Third
Appraiser"), which shall perform its own determination of the fair market
value of the Series A Preferred Membership Interests, and the determination of
the Appraiser that is the closest to the determination of the Third Appraiser
shall be the fair market value of the Series A Preferred Membership Interests.

49

ARTICLE VIII

Transfer of Membership Interests; Tag-Along Rights;
Drag-Along Rights

SECTION 8.01. Transfer of Membership Interests Generally. Except for a
Transfer specifically permitted by this Agreement, a Member may not, directly or
indirectly, Transfer any Membership Interests held by such Member without the
written consent of the other Members; provided that a Morrison Party may,
directly or indirectly, Transfer any Membership Interests with the written
consent of Barnes&Noble and without the need to obtain the written consent
of any other Member; provided, further, that a transfer of equity
interests that results in Morrison ceasing to be a Subsidiary of Microsoft
Corporation shall be deemed to be a Transfer of the Membership Interests owned
by Morrison. To the fullest extent permitted by applicable law, any purported
Transfer of Membership Interests in breach of this Agreement shall be null and
void, and neither the Company nor the Members shall recognize the same. Any
Member who Transfers or attempts to Transfer any Membership Interests except in
compliance herewith shall be liable to, and shall indemnify and hold harmless,
the Company and the other Members for all costs, expenses, damages and other
liabilities resulting therefrom.

SECTION 8.02. Effect of Permitted Transfer. Any Transfer of a
Membership Interest that complies with this Agreement shall be effective to
assign the right to become a Member, and, without the need for any action or
consent of any other Person, a transferee of such Membership Interest shall
automatically be admitted as a Member upon its execution of a Joinder Agreement.
As a condition to the Company153s obligation to effect a Transfer permitted
hereunder, any transferee of Membership Interests shall be required to become a
party to this Agreement as a Member, and shall have all the rights and
obligations of a Member hereunder, by executing a Joinder Agreement in the form
of Exhibit A or in such other form that is satisfactory to the Board of
Managers.

SECTION 8.03. Securities Law Matters. Each Member understands that the
Company has not registered the Membership Interests under any United States
Federal or state securities or blue sky laws. No Member shall Transfer any
Membership Interest at any time if such action would constitute a violation of
any United States Federal or state securities or blue sky laws or a breach of
the conditions to any exemption from registration of the Membership Interests
under any such laws or a breach of any undertaking or agreement of a Member
entered into pursuant to such laws or in connection with obtaining an exemption
thereunder, and, prior to any Initial Public Offering or Qualified Distribution,
the Company shall not Transfer upon its books any Membership Interests unless
prior thereto the Company has received (or the Board of Managers has waived in
writing the requirement that the Company receive) evidence reasonably
satisfactory to the Company that such transaction is in compliance with this
Section 8.03. Any certificate representing a Membership Interest shall bear
appropriate legends restricting the sale or other Transfer of such Membership
Interest in accordance with applicable United States Federal or state securities
or blue sky laws and in accordance with the provisions of this Agreement.

50

SECTION 8.04. Transfers by Morrison. (a) Permitted Transfers to
Subsidiaries of Microsoft Corporation. A Morrison Party may at any time
Transfer all or any part of its Membership Interests to any Person that is
Microsoft Corporation or a Subsidiary of Microsoft Corporation;
provided, however, that if at any time subsequent to such Transfer
any such Subsidiary of Microsoft Corporation ceases to be a Subsidiary of
Microsoft Corporation, then such Person shall automatically cease to be a Member
and all Membership Interests held by such Person shall be deemed to be
automatically Transferred to Microsoft Corporation or such other Person that is
a Subsidiary of Microsoft Corporation as may be designated by Microsoft
Corporation.

(b) Permitted Transfers after Initial Public Offering or Qualified
Distribution and Five Years. Morrison Parties may (i) following the earlier
to occur of an Initial Public Offering and a Qualified Distribution, Transfer
(A) on or prior to the third anniversary of the Launch Date, not more than
180,000 in aggregate of their Series A Preferred Membership Interests (or Common
Membership Interests resulting from the conversion of such number of Series A
Preferred Membership Interests) and (B) following the third anniversary of the
Launch Date, not more than 240,000 in aggregate of their Series A Preferred
Membership Interests (or Common Membership Interests resulting from the
conversion of such number of Series A Preferred Membership Interests) and (ii)
following the fifth anniversary of the Launch Date, Transfer all or any part of
their Membership Interests to any Person.

SECTION 8.05. Transfers by Beckett Entity. Any Beckett Entity may at
any time Transfer all or any part of its Membership Interests to any Person.

SECTION 8.06. Tag Along; Drag Along. (a) Tag Along Rights. If a
Significant Member (a "Selling Significant Member") proposes to transfer
any Membership Interests in a Tag Along Sale, any other Significant Member may,
at its option, elect to exercise its rights under this Section 8.06(a).

(i) In the event of a proposed Tag Along Sale, the Selling Significant Member
shall deliver to each other Significant Member: (A) a written notice of the
terms and conditions of such Tag Along Sale (a "Tag Along Notice") and
offer the other Significant Members the opportunity to participate in such Tag
Along Sale on the same terms and conditions, subject to the same agreements and
for the same consideration, as the Selling Significant Member, (B) the purchase
agreement (or similar instrument of transfer), including all attachments and
schedules, that is the subject of such Tag Along Sale and (C) a summary of the
material terms of any other proposed contemporaneous or related commercial or
similar arrangements between the Selling Significant Member (or any Affiliate of
the Selling Significant Member, other than the Company and any direct or
indirect Subsidiary of the Company) and the proposed transferee in such Tag
Along Sale, subject to customary confidentiality agreements.

51

(ii) From the date of the delivery of all of the information described in
Section 8.06(a)(i)(B) and (C), until the date that is 15 Business Days
thereafter (the "Tag Along Election Period"), each other Significant
Member shall have the right, exercisable by written notice delivered by any
Significant Member exercising its right to participate in the Tag Along Sale (a
"Tag Along Member") to the Selling Significant Member within such Tag
Along Election Period, to have included in the Tag Along Sale the number of
Common Membership Interests as is specified in such notice, and each Tag Along
Member shall be required to convert Series A Preferred Membership Interests into
the number of Common Membership Interests necessary (along with any Common
Membership Interests already held by such Tag Along Member) to meet its Tag
Along Portion which conversion may be conditioned on the consummation of the Tag
Along Sale; provided, however, that if the aggregate number of
Membership Interests proposed to be sold by the Selling Significant Member and
any Tag Along Members in the Tag Along Sale exceeds the number of Membership
Interests (on an as-converted basis) that can be sold on the terms and
conditions set forth in the Tag Along Notice, then only the Tag Along Portion of
Membership Interests (on an as-converted basis) held by the Selling Significant
Member and each Tag Along Member shall be sold pursuant to the Tag Along Sale.
All out-of-pocket costs and expenses incurred by each Tag Along Member in
connection with a Tag Along Sale shall be paid by each respective Tag Along
Member. In connection with any Tag Along Sale, the closing of the sale of
Membership Interests held by any Selling Significant Member and the closing of
the sale of Membership Interests held by each Tag Along Member shall each occur
on the same date.

(iii Notwithstanding the foregoing, any Selling Significant Member that
delivers a Tag Along Notice pursuant to this Section 8.06(a) may at any time
prior to consummation of a Tag Along Sale terminate the proposed sale and the
related tag along rights of each Tag Along Member with respect to such proposed
sale.

(b) Drag Along. If one or more Beckett Entities proposes to effect a
Drag Along Sale, such Beckett Entities may, at their option, require all other
holders of Membership Interests to transfer in such Drag Along Sale their
respective Drag Along Portion of the Membership Interests then held by such
other holders on the same terms and conditions, subject to the same agreements
and for the same consideration, as such Beckett Entities pursuant to the terms
of this Section 8.06(b), in each case, subject to Section 7.04.

(i) In the event of a proposed Drag Along Sale, the Beckett Entities that are
parties to such sale (or Barnes&Noble on their behalf) shall provide to each
other holder of Membership Interests not later than the 30th day prior to the
proposed Drag Along Sale: (A) a written notice of the terms and conditions of
such Drag Along Sale (a "Drag Along Notice") together with a statement
asserting each such holder153s obligation to participate in such Drag Along Sale
on the same terms and conditions, subject to the same agreements and for the
same consideration, as such Beckett Entity, (B) the purchase agreement (or
similar instrument of transfer), including all attachments and schedules, that
is the subject of such Drag Along Sale and (C) a summary of the material terms
of any other proposed contemporaneous or related commercial or similar
arrangements between any Beckett Entity (or any Affiliate of Barnes&Noble,
other than the Company and any direct or indirect Subsidiary of the Company) and
the proposed transferee in such Drag Along Sale, subject to customary
confidentiality agreements.

52

(ii) Each holder of Membership Interests that receives a Drag Along Notice
shall be required to participate in the Drag Along Sale on the terms and
conditions set forth in the Drag Along Notice (subject to this Section
8.06(b)(ii)) and, if any such Drag Along Sale involves a merger or
consolidation, each holder of Membership Interests that receives a Drag Along
Notice with respect to such Drag Along Sale shall be required to vote in favor
of or consent in writing to such merger or consolidation; provided,
however, that notwithstanding anything to the contrary contained herein,
no such holder shall be subject to the provisions of this Section 8.06(b) if in
the Drag Along Sale such holder: (A) is required to make any representations or
warranties in such Drag Along Sale other than as to such holder153s ownership and
authority to sell, free of liens, claims and encumbrances, the Membership
Interests proposed to be sold by such holder, and as to the due authorization,
execution, delivery and enforceability of the definitive documents entered into
by such holder in connection with such Drag Along Sale; (B) is required to be
subject to an obligation for indemnification or other liability that (X) relates
to the representations, warranties or covenants made by any other holder of
Membership Interests and relating to such holder153s ownership of Membership
Interests or (Y) is in excess of either (I) the aggregate purchase price that
such holder actually receives in such transaction or (II) the obligation for
indemnification or other liability applicable to the Beckett Entities in the
Drag Along Sale (as appropriately adjusted for the relative portion of the Drag
Along Sale that is represented by the Drag Along Portion); or (C) is subject to
any obligations that are different and adverse (taking into account the relative
positions of any such holder to any Beckett Entities in such transaction) as
compared to any Beckett Entities in such transaction or is subject to any
non-compete or non-solicit or similar covenant. All out of pocket costs and
expenses incurred by any holder in connection with a Drag Along Sale shall be
paid by such holder. In connection with any Drag Along Sale, the closing of the
sale of Membership Interests held by any Beckett Entity and the closing of the
sale of Membership Interests held by any holder of Membership Interests that
receives a Drag Along Notice shall each occur on the same date.

(iii) Notwithstanding the foregoing, any Beckett Entity that delivers a Drag
Along Notice pursuant to this Section 8.06(b) may at any time prior to
consummation of a Drag Along Sale terminate the proposed sale and any
concomitant drag along obligations of other holders of Membership Interests.

(c) This Section 8.06 shall terminate immediately prior to the earlier to
occur of an Initial Public Offering and a Qualified Distribution.

(d) Any Drag Along Sale shall in any event be consummated within 180 days
from the date of the Drag Along Notice (the "Drag Along Sale Period");
provided that if the consummation of any Drag Along Sale has not been
consummated by the end of such 180-day period due to required regulatory
approvals or consents necessary to consummate such Drag Along Sale, such Drag
Along Sale Period shall be extended for up to an additional 180 days.

53

SECTION 8.07. Lock-Up Agreements. In connection with the Initial
Public Offering, the holder(s) of Series A Preferred Membership Interests will
agree to enter into customary lock-up agreements (which shall be equivalent to
the lock-up agreements entered into by the Beckett Member).

ARTICLE IX

Certain Other Matters

SECTION 9.01. Initial Public Offering and Qualified Distribution. (a)
Without the need for any action or consent of any Member, the Board of Managers
shall have the right to authorize an Initial Public Offering. In connection with
any such Initial Public Offering or a Qualified Distribution, and upon the
request of the Board of Managers, each of the Members hereby agrees that it will
take such action and execute such documents to the extent reasonably necessary
to effect such Initial Public Offering or Qualified Distribution, including
taking such actions and executing such documents to the extent reasonably
necessary to (i) amend this Agreement, (ii) contribute, exchange or Transfer its
respective Membership Interests to an existing or newly-formed corporation
(which may include the Issuer (as defined below)) or the assets of the Company
to the Issuer, (iii) convert the Company to a corporation in accordance with
Section 18-216 of the Delaware Act and terminate this Agreement, (iv) in the
case of a Qualified Distribution described in clause (i) of the definition
thereof, permit Barnes&Noble to comply with its obligations under its
Certificate of Designations filed on August 18, 2011, in connection therewith,
or (v) in the case of a transaction described in clause (ii) of the definition
of "Qualified Distribution", effect a restructuring of the Company, which may
include a transaction between the Company and Barnes&Noble after the closing
of such transaction, for the purpose of enabling holders of Membership Interests
to convert those interests into pro rata shares of Barnes&Noble or a
successor thereto representing the economic interests of such holders in the
Company (such entity, in any such case (including in the case of the Company),
the "Issuer"); provided that in connection with the occurrence of
an event described in either clause (ii) or (iii) of this Section 9.01(a), the
Members will be entitled to receive Company Common Stock in exchange for their
Common Membership Interests in the same proportions as their Common Membership
Interests immediately prior to such Initial Public Offering or Qualified
Distribution and each holder of Series A Preferred Membership Interests will be
entitled to receive in exchange for its Series A Preferred Membership Interests
convertible preferred stock of the Issuer ("Preferred Stock") with the
same rights as to liquidation, conversion and redemption reflected in a
certificate of designations for the Preferred Stock as the Series A Preferred
Membership Interests, which is subject to the Successor Covenants in accordance
with Section 4.04, and subject to the rights of any holder of Barnes&Noble153s
Senior Convertible Redeemable Series J Preferred Stock, which is (subject to and
after application of any applicable adjustments under Sections 3.05(b)(ii),
(iii) or (iv)) convertible into Company Common Stock in the same proportion as
the Series A Preferred Membership Interests held by such holder of Series A
Preferred Membership Interests to Common Membership Interests immediately prior
to the conversion of the Series A Preferred Membership Interests of such holder
to Preferred Stock; provided, further, that no Member shall be
required to take any action under this Section 9.01(a) without its consent to
the extent such action would have a disproportionate and adverse effect on such
Member relative to any other Member. In the case that the Company is not the
Issuer, upon the occurrence of the events described in this Section 9.01, the
Company shall cause the Issuer to execute and deliver an agreement to assume the
obligations of the Company under the Registration Rights Agreement.

54

(b) In connection with any Initial Public Offering or Qualified Distribution,
and upon the request of the Board of Managers, each of the Members hereby agrees
that it will reasonably cooperate to achieve the tax objectives of the Company
(as determined by the Board of Managers in good faith), including providing
reasonable and customary representations to counsel or to a taxing authority to
support an opinion of counsel or a private letter ruling.

SECTION 9.02. Dissolution. The Company shall dissolve upon the first
to occur of the following: (a) subject to any applicable Morrison Consent
requirements of Section 4.03(d), the approval of the Members then holding a
majority of the outstanding Membership Interests to dissolve the Company; (b) at
any time there are no Members unless the Company is continued without
dissolution in accordance with the Delaware Act; and (c) the entry of a decree
of dissolution under Section 18-802 of the Delaware Act. The Company shall
terminate when all its assets, after payment of or due provision for all debts,
liabilities and obligations of the Company, shall have been distributed to the
Members in the manner provided for in Article VII and the Certificate of
Formation shall have been canceled in the manner required by the Delaware Act.

SECTION 9.03. Liquidation. (a) Subject to the applicable Morrison
Consent requirements of Section 4.03(d), following dissolution pursuant to
Section 9.02, all the business and affairs of the Company shall be liquidated
and wound up. The Board of Managers shall act as liquidating trustee and wind up
the affairs of the Company pursuant to this Agreement.

(b) The proceeds of the liquidation of the Company will be distributed (i)
first, to creditors of the Company (including Members who are creditors), to the
extent otherwise permitted by law in satisfaction of all the Company153s debts and
liabilities (whether by payment or by making reasonable provision for payment
thereof) and (ii) second, to each Member in accordance with Section 7.03.

SECTION 9.04. Resignation. Other than by Transferring in accordance
with this Agreement all its Membership Interests, a Member may not withdraw or
resign from the Company.

SECTION 9.05. Morrison Information Rights. (a) Quarterly Financial
Statements. The Company shall deliver to Microsoft Corporation, within 60
calendar days after the end of each quarterly fiscal period in each fiscal year
of the Company (other than the last quarterly fiscal period of each such fiscal
year):

55

(i) an unaudited balance sheet as at the end of such quarter; and

(ii) an unaudited income statement and statement of cash flows for such
quarter and fiscal year to date;

for the Company and its Subsidiaries (on a consolidated basis), excluding
footnotes thereto, setting forth in each case, in comparative form, the
financial statement for the corresponding period in the previous fiscal year
(provided that such comparative financial statements need only be
included for the quarterly periods beginning after the first quarter ending
after one full fiscal year has occurred following the Closing Date), all
prepared in accordance with GAAP (applicable to non-public companies)
consistently applied and Barnes&Noble153s published accounting policies,
subject to changes resulting from normal year-end adjustments (that are not
expected to be material in amount or significance).

(b) Annual Financial Statements. The Company shall deliver to
Microsoft Corporation, within 90 days after the end of each fiscal year of the
Company:

(i) an unaudited balance sheet as at the end of such year; and

(ii) an unaudited income statement and statement of cash flows for such year;

for the Company and its Subsidiaries (on a consolidated basis), including any
footnotes thereto, prepared in accordance with GAAP (applicable to non-public
companies) consistently applied and Barnes&Noble153s published accounting
policies (except as otherwise disclosed in the footnotes).

(c) Other Information. The Company shall deliver to Morrison (i)
summaries of topics covered at meetings of the Board of Managers, (ii) approved
minutes of all meetings of the Board of Managers and (iii) information directly
related to Morrison153s investment as reasonably requested by Morrison;
provided, however, that (x) the Company shall have the right to
redact information from the information provided under this Section 9.05(c) that
(a) the Board of Managers determines in good faith constitutes competitively
sensitive information; (b) relates to the Company153s or Barnes&Noble153s
negotiation of the terms of Morrison153s investment in the Company or relates to
the Commercial Agreement or Patent Settlement and License Agreement or other
commercial relationships between the Company and Microsoft Corporation; or (c)
the Board of Managers determines in good faith would (1) violate law or any
contract with a third party to disclose or (2) be inconsistent with its
fiduciary duties under applicable law or this Agreement to disclose and (y) with
respect to any materials and minutes described in Section 9.05(c)(i) and (ii),
(A) Microsoft Corporation shall ensure that only employees of Microsoft
Corporation whose principal function for Microsoft Corporation is its
investment, legal, accounting and tax activities and who are not engaged in its
eCommerce or software businesses as the exclusive persons who on behalf of
Microsoft Corporation are entitled to receive such materials (the
"Recipients"); and (B) Microsoft Corporation shall cause the Recipients
to comply with the following requirements: (1) the Recipients may not disclose
or distribute such materials and minutes to any other person or entity (whether
or not within Microsoft Corporation); and (2) the Recipients may only use such
materials and minutes solely in connection with monitoring Morrison153s investment
in the Company.

56

(d) Termination. The provisions of this Section 9.05 shall terminate
upon the later to occur of (i) an Initial Public Offering or a Qualified
Distribution and (ii) Morrison Parties holding in the aggregate less than 5% of
the Company153s (or the Issuer153s) outstanding equity interests.

(e) Limitation on Other Rights. The rights of Morrison under this
Section 9.05 are to the exclusion of any other rights to information that may be
available under the Delaware Act (including pursuant to Section 18-305 of the
Delaware Act) or common law in their capacities as Members of the Company.

SECTION 9.06. Change of Control Notice. So long as Morrison Parties
hold in the aggregate at least 150,000 Series A Preferred Membership Interests
or Common Membership Interests resulting from the conversion of such number of
Series A Preferred Membership Interests, the Company shall provide written
notice to Morrison as promptly as reasonably practicable if the Company or
Barnes&Noble receives a proposal that would reasonably be expected to result
in, or enters into discussions with respect to, a Change of Control of the
Company.

SECTION 9.07. Obligations with respect to Certain Qualified
Distributions. Prior to undertaking a transaction of the type described in
clause (ii) of the definition of Qualified Distribution, Barnes&Noble and
NewCo shall take such actions as are necessary to permit the Series A Preferred
Membership Interests to become exchangeable following completion of such
transaction for a pro rata share of Barnes&Noble's common stock. In
connection with a transaction of the type described in clause (ii) of the
definition of Qualified Distribution, Barnes&Noble shall make proper
provision for its pre-Qualified Distribution shareholders to be entitled to the
benefits of Barnes&Noble153s assets other than the Company and its
Subsidiaries, after making proper provision for liabilities of Barnes&Noble
not related to the Company or its Subsidiaries, including, if applicable,
segregating such assets and liabilities or otherwise allocating them solely for
the benefit of such shareholders.

ARTICLE X

Miscellaneous

SECTION 10.01. Notices. All notices and other communications required
or permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, sent by facsimile or otherwise delivered by
hand or by messenger addressed:

57

(A) if given to the Company, to the following address (and fax number):

[NewCo] LLC

c/o Barnes & Noble, Inc.

122 Fifth Avenue

New York, NY 10011

Attention: Eugene V. DeFelice

Vice President, General Counsel & Secretary

Fax: (212) 463-5683

(B) if given to any Member, to the person and at the address (and, if
applicable, fax number) set forth opposite its name on Schedule A, or at such
other address (and, if applicable, fax number) as such Member may hereafter
designate by written notice to the Company.

All such notices shall be deemed to have been delivered and given for all
purposes (i) on the delivery date if delivered by confirmed facsimile, (ii) on
the delivery date if delivered personally to the party to whom the same is
directed, (iii) one Business Day after deposit with a commercial overnight
carrier, with written verification of receipt, or (iv) five Business Days after
the mailing date, whether or not actually received, if sent by U.S. mail, return
receipt requested, postage and charges prepaid, or any other means of rapid mail
delivery for which a receipt is available addressed to the receiving party as
specified on the signature page of this Agreement. Changes of the person to
receive notices or the place of notification shall be effectuated pursuant to a
notice given under this Section 10.01.

SECTION 10.02. Waiver. Failure or delay by any party hereto to enforce
any covenant, duty, agreement, term or condition of this Agreement, or to
exercise any right hereunder, shall not be construed as thereafter waiving such
covenant, duty, term, condition or right. The waiver by any party or parties
hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any other or subsequent breach hereunder. No waiver
shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.

SECTION 10.03. Cumulative Remedies. The rights and remedies provided
by this Agreement are cumulative and the use of any one right or remedy by any
party shall not preclude or waive its right to use any or all other remedies.
Said rights and remedies are given in addition to any other rights the parties
may have by law, statute, ordinance or otherwise.

SECTION 10.04. Parties in Interest. This Agreement shall be binding
upon and inure to the benefit of all the parties hereto and their successors and
assigns, and their legal representatives. No Member may assign this Agreement or
any of its rights, interests or obligations in connection with a Transfer of
Membership Interests hereunder except to the extent such rights, interests and
obligations relate to Membership Interests and the Transfer of such Membership
Interests is provided for or contemplated herein. Nothing in this Agreement,
express or implied, is intended to confer upon any Person other than the Members
or their respective permitted successors or assigns or, to the extent provided
by this Agreement, the Members153 respective Affiliates, any rights or remedies
under or by reason of this Agreement. None of the provisions of this Agreement
shall be for the benefit of, or enforceable by, any creditors of the Members,
the Company or any of the Company153s Affiliates, and no creditor who makes a loan
to any Member, the Company or any of the Company153s Affiliates may have or
acquire (except pursuant to the terms of a separate agreement executed by the
Company in favor of such creditor) at any time as a result of making the loan
any direct or indirect interest in the Company153s profits, losses, Distributions,
capital or property other than as a secured creditor.

58

SECTION 10.05. Headings. The headings and subheadings in this
Agreement are included for convenience and identification only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.

SECTION 10.06. Severability. The invalidity or unenforceability of any
particular provision of this Agreement shall not affect the other provisions
hereof, and this Agreement shall be construed in all respects as if such invalid
or unenforceable provision were omitted.

SECTION 10.07. Counterparts. This Agreement may be executed in any
number of counterparts with the same effect as if all parties hereto had signed
the same document. All counterparts shall be construed together and shall
constitute one instrument.

SECTION 10.08. Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understandings pertaining thereto.

SECTION 10.09. Governing Law. This Agreement and the rights of the
parties hereto shall be interpreted in accordance with the laws of the State of
Delaware, and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws. In the event of a conflict between any
provision of this Agreement and any non-mandatory provision of the Delaware Act,
the provisions of this Agreement shall control and take precedence. To the
fullest extent permitted by applicable law, each of the parties hereto
irrevocably agrees that any legal action or proceeding arising out of this
Agreement shall be brought only in the state or United States Federal courts
located in the State of New York, in the borough of Manhattan. Each party hereto
irrevocably consents to the service of process outside the territorial
jurisdiction of such courts in any such action or proceeding by the mailing of
such documents by registered United States mail, postage prepaid, if to the
Company, to the address of its principal place of business, and if to any
Member, to the respective address for such Member set forth on Schedule A.

SECTION 10.10. Confidentiality. Each Member expressly acknowledges
that such Member may receive confidential and proprietary information relating
to the Company (including pursuant to Section 9.06), including information
relating to the Company153s financial condition and business plans, and that the
disclosure of such confidential information to a third party would cause
irreparable injury to the Company. Except with the prior written consent of the
Company, no Member shall disclose any such information to a third party (other
than on a "need to know" basis to any Affiliate or any employee, agent,
representative or contractor of such Member or its Affiliates (each of whom
shall be directed to maintain the confidentiality of such information)), and
each Member shall use reasonable efforts to preserve the confidentiality of such
information. The obligations of a Member under this Section 10.10 shall survive
the termination of this Agreement or cessation of a Member153s status as a Member
for a period of five years. Information exchanged between Members shall be
non-confidential unless exchanged pursuant to a separate confidentiality
agreement executed between such Members. Notwithstanding the foregoing, a Member
shall not be bound by the confidentiality obligations in this Section 10.10 with
respect to any information that is currently or becomes: (a) required to be
disclosed by such Member pursuant to applicable law, including Federal or state
securities laws, regulation or a domestic national securities exchange rule (but
in each case only to the extent of such requirement); (b) required to be
disclosed in order to protect such Member153s interest in the Company or enforce
such Member153s rights under this Agreement (but in each case only to the extent
of such requirement and only after consultation with the Company to the extent
reasonably practicable); (c) publicly known or available in the absence of any
improper or unlawful action on the part of such Member; (d) known or available
to such Member via legitimate means other than through or on behalf of the
Company or the other Members.

59

SECTION 10.11. Amendments. Subject to the applicable Morrison Consent
requirements of Section 4.03(c), this Agreement may be amended or waived from
time to time by an instrument in writing signed by the Members holding a
majority of the outstanding Membership Interests; provided that Morrison
Consent will also be required to effect any amendment or waiver of the
provisions set forth in Section 4.03 or this Section 10.11 or any amendment or
waiver that would have a disproportionate and adverse effect on any Morrison
Party relative to any other Member.

SECTION 10.12. Absence of Presumption. The parties hereto have
participated jointly in the negotiation and drafting of this Agreement and, in
the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by such parties and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any of the provisions of this Agreement.

60

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first stated above.

BECKETT MEMBER

by

Name:

Title:

MORRISON INVESTMENT HOLDINGS, INC.

by:

Name:

Title:

Solely for purposes of Sections 6.09 and 7.05(a)(ii),

BARNES & NOBLE, INC.

By

Name:

Title:

Solely for purposes of Section 9.05(c),

MICROSOFT CORPORATION

By

Name:

Title:

SCHEDULE A

Members, Percentage Interests and Membership Interests

Member

Number of Common

Membership Interests

[Beckett Member]

1,400,000

122 Fifth Avenue

New York, NY 10011

Attention: Eugene V. DeFelice

Vice President, General

Counsel & Secretary

Fax: (212) 463-5683

Total

1,400,000

Number of Series
A Preferred
Membership Units

Morrison Investment Holdings, Inc.

300,000

[ 143]

Attention: [ 143]

[ 143]

Fax: [ 143]

Total

300,000

SCHEDULE B

Capital Accounts as of the Closing Date

Member

Capital Account

[Beckett Member]

$

1,400,000,000

Morrison Investment Holdings, Inc.

$

300,000,000

Total

$

1,700,000,000

EXHIBIT A

Form of Joinder Agreement

This JOINDER AGREEMENT (this "Joinder Agreement") is executed pursuant
to the terms of the Limited Liability Company Agreement of [NEWCO] (the
"Company") dated as of [ -], 2012, a copy of which is attached hereto and
is incorporated herein by reference (the "LLC Agreement"), by the
undersigned (the "Additional Member"). By execution and delivery of this
Joinder Agreement, the Additional Member agrees as follows:

SECTION 1. Acknowledgment. The Additional Member acknowledges that
such Additional Member is acquiring [Common] [Series A Preferred] Membership
Interests (as defined in the LLC Agreement) in the Company subject to the terms
and conditions of the LLC Agreement.

SECTION 2. Agreement. The Additional Member (a) agrees that all
Membership Interests in the Company acquired by such Additional Member shall be
bound by and subject to the terms of the LLC Agreement and (b) hereby adopts the
LLC Agreement with the same force and effect as if it were originally a party
thereto.

SECTION 3. Notice. Any notice required to be provided by the LLC
Agreement shall be given to the Additional Member at the address listed beside
such Additional Member153s signature below.

SECTION 4. Governing Law. This Joinder Agreement and the rights of the
parties hereto shall be interpreted in accordance with the laws of the State of
Delaware, and all rights and remedies shall be governed by such laws without
regard to principles of conflict of laws.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES OR BLUE SKY LAWS
OF ANY STATE. THE HOLDER OF THIS CERTIFICATE, BY ITS ACCEPTANCE HEREOF,
REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW
TO ANY SALE OR DISTRIBUTION HEREOF. ANY TRANSFER OF THIS CERTIFICATE OR ANY
LIMITED LIABILITY COMPANY INTEREST REPRESENTED HEREBY IS SUBJECT TO THE TERMS
AND CONDITIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT (AS DEFINED BELOW).

Class___________________

Certificate Number______________ _________ Units

[NewCo] LLC, a Delaware limited liability company (the "Company"), hereby
certifies that ____________ (together with any assignee of this Certificate, the
"Holder") is the registered owner of ____units of limited liability company
interests in the Company of the class listed above. The rights, powers,
preferences, restrictions and limitations of the limited liability company
interests in the Company are set forth in, and this Certificate and the limited
liability company interests in the Company represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the Limited
Liability Company Agreement of the Company dated as of _____________________, as
the same may be amended or restated from time to time (the "Limited Liability
Company Agreement"). By acceptance of this Certificate, and as a condition to
being entitled to any rights and/or benefits with respect to the limited
liability company interests evidenced hereby, the Holder is deemed to have
agreed to comply with and be bound by all the terms and conditions of the
Limited Liability Company Agreement. The Company will furnish a copy of the
Limited Liability Company Agreement to the Holder without charge upon written
request to the Company at its principal place of business. Transfer of any or
all of the limited liability company interests in the Company evidenced by this
Certificate is subject to certain restrictions in the Limited Liability Company
Agreement and can be effected only after compliance with all of those
restrictions and the presentation to the Company of the endorsed Certificate,
accompanied by the completed Application for Transfer of Interests, which is on
the reverse side of this Certificate.

This Certificate and the limited liability company interests evidenced hereby
shall be governed by and construed in accordance with the laws of the State of
Delaware without regard to principles of conflicts of laws.

IN WITNESS WHEREOF, the Company has caused this Certificate to be executed as
of the date set forth below.

[NEWCO] LLC

Dated:

By:

Name:

Title:

(REVERSE SIDE OF CERTIFICATE)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________________________________ (print or type name of transferee),
__________________ (insert Social Security or other taxpayer identification
number of transferee), the following specified limited liability company
interests in the Company: ______________ (identify the interest being
transferred) effective as of the date specified in the Application for Transfer
of Interests below, and irrevocably constitutes and appoints
__________________________ and its authorized officers, as attorney-in-fact, to
transfer the same on the books and records of the Company, with full power of
substitution in the premises.

The undersigned applicant (the "Applicant") hereby (a) applies for a transfer
of the limited liability company interests in the Company described above (the
"Transfer") and applies to be admitted to the Company as a substitute member of
the Company, (b) agrees to comply with and be bound by all of the terms and
provisions of the Limited Liability Company Agreement, (c) represents that the
Transfer complies with the terms and conditions of the Limited Liability Company
Agreement, (d) represents that the Transfer does not violate any applicable laws
and regulations, and (e) agrees to execute and acknowledge such instruments
(including, without limitation, a counterpart of the Limited Liability Company
Agreement), in form and substance reasonably satisfactory to the Company, as the
Company reasonably deems necessary or desirable to effect the Applicant153s
admission to the Company as a substitute member of the Company and to confirm
the agreement of the Applicant to be bound by all the terms and provisions of
the Limited Liability Company Agreement with respect to the limited liability
company interests in the Company described above. Initially capitalized terms
used herein and not otherwise defined herein are used as defined in the Limited
Liability Company Agreement.

The Applicant directs that the foregoing Transfer and the Applicant153s
admission to the Company as a substitute member shall be effective as of the
registration of the Transfer in the books and records of the Company on
___________________.

Name of Transferee (Print) _______________________________________________

The Company has determined (a) that the Transfer described above is permitted
by the Limited Liability Company Agreement, (b) hereby agrees to effect such
Transfer and the admission of the Applicant as a substitute member of the
Company effective as of the date and time directed above, and (c) agrees to
record in the books and records of the Company the admission of the Applicant as
a substitute member.

[NEWCO] LLC

By:

Name:

Title:

EXHIBIT C

FORM OF INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT dated as of [ 143] (this "Agreement"), between [NewCo]
LLC, a Delaware limited liability company (the "Company"), and [ 143]
("Indemnitee").

RECITALS

A. It is important to the Company that it attract and retain as managers and
officers the most capable persons available.

B. Indemnitee is a manager and/or officer of the Company.

C. The Delaware Limited Liability Company Act expressly provides that,
subject to such standards and restrictions, if any, as are set forth in its
limited liability company agreement, the Company may indemnify its managers and
officers.

C. The Company153s Amended and Restated Limited Liability Company Agreement
(the "LLC Agreement") provides that the Company shall from time to time enter
into indemnification agreements with managers and officers of the Company.

E. In recognition of Indemnitee153s need for substantial protection against
personal liability in order to enhance Indemnitee153s continued service to the
Company in an effective manner, and to provide Indemnitee with express
contractual indemnification (regardless of, among other things, any amendment to
or revocation of the LLC Agreement, any change in the composition of the
Company153s Board of Managers (the "Board"), any acquisition or business
combination transaction relating to the Company or any change in the Company153s
stockholders), the Company wishes to provide on the terms and subject to the
conditions set forth in this Agreement for the indemnification of and the
advancing of Expenses (as defined in Section 1(c)) to Indemnitee and, to the
extent insurance is maintained, for the continued coverage of Indemnitee under
the Company153s directors153 and officers153 liability insurance policies.

NOW, THEREFORE, the parties hereby agree as follows:

1. Certain Definitions. In addition to terms defined elsewhere herein,
the following terms shall have the meanings ascribed to them below when used in
this Agreement:

(a) A "Change in Control" shall have occurred with respect to the
Company if (i) prior to any Initial Public Offering or Qualified Distribution
(as such terms are defined in the LLC Agreement), a Change of Control (as such
term is defined in the LLC Agreement) shall have occurred and (ii) following any
Initial Public Offering or Qualified Distribution, (A) any "person" or "group"
(as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934 and the rules and regulations thereunder, but excluding any employee
benefit plan of such person or its subsidiaries, and any person or entity acting
in its capacity as trustee, agent or other fiduciary or administrator of any
such plan), other than one or more "Permitted Holders" (as such term is defined
in the LLC Agreement), becomes the "beneficial owner" (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have "beneficial ownership" of all securities that such
person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an "option right")),
directly or indirectly, of 40% or more of the equity interests of the Company
entitled to vote for members of the board of directors or equivalent governing
body of the Company on a fully-diluted basis (including taking into account all
such equity interests that such "person" or "group" has the right to acquire
pursuant to any option right); or (B) during any period of 24 consecutive
months, a majority of the members of the board of directors or other equivalent
governing body of the Company cease to be composed of individuals (1) who were
members of that board or equivalent governing body on the first day of such
period, (2) whose election or nomination to that board or equivalent governing
body was approved (which need not include having been recommended) by
individuals referred to in clause (1) above constituting at the time of such
election or nomination at least a majority of that board or equivalent governing
body or (3) whose election or nomination to that board or other equivalent
governing body was approved (which need not include having been recommended) by
individuals referred to in clauses (1) and (2) above constituting at the time of
such election or nomination at least a majority of that board or equivalent
governing body.

(b) "Claim" means any Proceeding, whether instituted, made or
conducted by the Company or any other Person, to which Indemnitee is a party or
is otherwise involved (including as a witness) by reason of the fact that (i)
Indemnitee is or was a manager and/or officer of the Company or (ii) Indemnitee
is or was serving at the request of the Company as a manager, director, officer,
employee and/or agent of another corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise.

(c) "Expenses" means any and all attorneys153 and experts153 fees and all
other costs, expenses and obligations (including travel expenses, court costs,
retainers, transcript costs, duplicating, printing and binding costs, as well as
telecommunications, postage and courier charges) actually and reasonably
incurred or suffered by or on behalf of Indemnitee in connection with
investigating, defending, being a witness in or participating in (including on
appeal), or preparing to investigate, defend, be a witness in or participate in,
any Claim.

(d) "Indemnifiable Losses" means any and all Expenses, damages,
losses, liabilities, judgments, fines, penalties, ERISA excise taxes and amounts
paid or payable in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of any of the
foregoing) relating to, resulting from or arising out of any Claim.

2

(e) "Independent Legal Counsel" means an attorney or law firm that is
experienced in matters of corporate law and that shall not have otherwise
performed services for the Company or Indemnitee within the last five years
other than serving as independent legal counsel for purposes of determining the
rights, including the indemnification rights, of Indemnitee hereunder or under
the LLC Agreement, or for purposes of determining similar rights of other
indemnitees under similar indemnification agreements or the LLC Agreement.

(g) "Proceeding" means any threatened, asserted, pending or completed
action, suit or proceeding (whether civil, criminal, administrative,
investigative or other, including any arbitration or other alternative dispute
resolution mechanism), or any inquiry or investigation that Indemnitee in good
faith believes might lead to the institution of any such action, suit or
proceeding.

(h) "Reviewing Party" means (i) if Indemnitee is a current manager or
officer of the Company, (A) such member or members of the Board who are not and
were not party to or otherwise involved in (including as witnesses) the Claim in
respect of which indemnification is being sought, (B) a committee of such
members of the Board, designated by a majority vote of such members of the Board
or (C) Independent Legal Counsel; or (ii) if Indemnitee is not a current manager
or officer of the Company, any person specified in clause (i) or such other
person or body as may be selected by the member or members of the Board who are
not and were not party to or otherwise involved in (including as witnesses) the
Claim in respect of which indemnification is being sought.

2. Service by Indemnitee. Indemnitee shall serve and continue to serve
as a manager and/or officer of the Company and in such other capacity with
respect to the Company as the Company may request, as the case may be,
faithfully and to the best of Indemnitee153s ability so long as Indemnitee is duly
elected or appointed to the Board or duly appointed as an officer of the
Company, and until such time as Indemnitee is removed from the Board or removed
from his or her office, as the case may be, as permitted by law or the Company153s
certificate of formation or LLC Agreement now or hereafter in effect, or until
such time as Indemnitee tenders a resignation in writing.

3. Basic Indemnification Arrangement; Advancement of Expenses.

(a) The Company shall indemnify and hold harmless Indemnitee, to the fullest
extent permitted by the laws of the State of Delaware in effect on the date
hereof or as such laws may from time to time hereafter be amended to increase
the scope of such permitted indemnification, against all Indemnifiable Losses
actually and reasonably incurred in connection with a Claim. The Company shall
provide such indemnification in full as soon as practicable after request is
made by Indemnitee in accordance with Section 4 hereof, but in any event no
later than 60 days after receiving a written request from Indemnitee.

3

(b) If so requested by Indemnitee, the Company shall advance to Indemnitee
within 20 days of such request any and all Expenses which Indemnitee determines
are reasonably likely to be payable in connection with a Claim (an "Advancement
of Expenses"). In accordance with such request, the Company shall either (i) pay
such Expenses on Indemnitee153s behalf, or (ii) reimburse Indemnitee for such
Expenses. Subject to Sections 3(c) and 3(d)(ii), Indemnitee153s right to an
Advancement of Expenses is absolute, payable in advance of any disposition of a
Claim, and shall not be subject to any prior determination by the Reviewing
Party that Indemnitee has satisfied any applicable standard of conduct for
indemnification.

(c) Notwithstanding any other provision of this Agreement, Indemnitee shall
not be entitled to indemnification or Advancement of Expenses hereunder with
respect to any Claim (or portion thereof) brought or made by Indemnitee against:
(i) the Company, except for (A) any Claim (or portion thereof) in respect of
this Agreement and/or Indemnitee153s rights hereunder, (B) any Claim (or portion
thereof) to establish or enforce a right to indemnification under (1) any
statute or law, (2) any other agreement with the Company or (3) the Company153s
certificate of formation or LLC Agreement now or hereafter in effect and (C) any
counter-claim or cross-claim brought or made by Indemnitee against the Company
in any Claim (or portion thereof) brought by or in the right of the Company
against him; or (ii) any other Person, unless approved by the Board.

(d) Notwithstanding the foregoing, (i) the indemnification obligations of the
Company under this Section 3 shall be subject to the condition that the
Reviewing Party shall have determined, in accordance with Section 4 hereof, that
Indemnitee is entitled to indemnification under applicable law and this
Agreement, and (ii) to the extent required by the laws of the State of Delaware,
the obligation of the Company to make an Advancement of Expenses under this
Section 3 shall be subject to the condition that if, when, and to the extent
that it is determined in a final decision from which there is no further right
to appeal (a "Final Adjudication") that Indemnitee is not entitled to be
indemnified hereunder in accordance with applicable law, the Company shall be
reimbursed by Indemnitee (who hereby agrees to reimburse the Company in
accordance with this Section 3(d)) within 20 days of such Final Adjudication for
all such Expenses theretofore advanced (it being understood that Indemnitee153s
foregoing agreement to reimburse shall be deemed to satisfy any requirement that
Indemnitee provide the Company with an undertaking to repay any Advancement of
Expenses if it is determined by a Final Adjudication that Indemnitee is not
entitled to indemnification hereunder in accordance with applicable law);
provided, however, that if Indemnitee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to secure a
determination that indemnification of Indemnitee would not be prohibited under
applicable law, any determination made by the Reviewing Party that Indemnitee
would be prohibited from being indemnified under applicable law shall not be
binding and Indemnitee shall not be required to reimburse the Company for any
Advancement of Expenses unless and until a Final Adjudication is made with
respect thereto. Any required repayment of Advancement of Expenses on the part
of Indemnitee shall be unsecured and interest-free. If there has been no
determination by the Reviewing Party within 60 days after written request is
presented to the Company or if the Reviewing Party determines that the Company
would be prohibited from indemnifying Indemnitee under applicable law,
Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, including the legal or factual bases
therefor.

4

4. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification hereunder, following a Final Adjudication of
the applicable Claim, Indemnitee shall submit to the Company a written request
therefor, along with such documentation and information as is reasonably
available to Indemnitee and reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification hereunder;
provided, however, that no deficiency in any such request,
documentation or information shall adversely affect Indemnitee153s rights to
indemnification or Advancement of Expenses hereunder. The Secretary of the
Company shall, promptly upon receipt of such a request for indemnification,
advise the Board and the Reviewing Party in writing that Indemnitee has
requested indemnification (or, if the Company does not at that time have a
Secretary, the Board shall, promptly upon receipt of such a request for
indemnification, advise the Reviewing Party in writing of such request for
indemnification).

(b) Upon a written request by Indemnitee pursuant to the first sentence of
Section 4(a) hereof, a determination, if required by the laws of the State of
Delaware, with respect to Indemnitee153s entitlement thereto shall be made by the
Reviewing Party. If the Reviewing Party is Independent Legal Counsel, such
determination shall be made in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee. If it is determined that Indemnitee is
entitled to indemnification hereunder, the Company shall make payment to
Indemnitee as soon as practicable but in any event no later than 60 days after
receiving Indemnitee153s written request for indemnification. Indemnitee shall
cooperate with the Reviewing Party with respect to Indemnitee153s entitlement to
indemnification, including providing to the Reviewing Party upon reasonable
advance request any documentation or information which is not privileged or
otherwise protected from disclosure by court order or other similar legal
requirement and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs and expenses (including attorneys153
fees and disbursements) reasonably incurred by Indemnitee in so cooperating with
the Reviewing Party making such determination shall be borne by the Company, and
the Company hereby agrees to indemnify and hold Indemnitee harmless therefrom.

5. Change in Control. The Company agrees that if a Change in Control
shall have occurred with respect to the Company, then, upon written request of
Indemnitee, the Reviewing Party with respect to all matters thereafter arising
concerning rights of Indemnitee to indemnification hereunder or under any
provision of the Company153s certificate of formation or LLC Agreement now or
hereafter in effect shall be Independent Legal Counsel selected by Indemnitee
and approved by the Company (which approval shall not be unreasonably delayed,
conditioned or withheld). Such counsel, among other things, shall render its
written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be permitted to be indemnified under applicable law. The
Company agrees to pay the reasonable fees of the Independent Legal Counsel and
to indemnify fully such counsel against any and all expenses (including
attorneys153 fees), claims, liabilities and damages arising out of or relating to
this Agreement or its engagement pursuant hereto.

5

6. Indemnification for Additional Expenses. Without limiting the
generality or effect of the foregoing, the Company shall indemnify Indemnitee
against and, if requested by Indemnitee, shall within 20 days of such request
advance to Indemnitee in accordance with Section 3(b), any and all additional
Expenses paid or incurred by Indemnitee in connection with any Claim asserted or
brought by Indemnitee for (a) indemnification or Advancement of Expenses by the
Company hereunder or under any other agreement or any provision of the Company153s
certificate of formation or LLC Agreement now or hereafter in effect and/or (b)
recovery under any directors153 and officers153 liability insurance policies
maintained by the Company, provided that it is determined by a Final
Adjudication that Indemnitee is entitled to indemnification, Advancement of
Expenses or insurance recovery, as the case may be, under applicable law.

7. Partial Indemnity, Success on the Merits, Etc. If Indemnitee is
entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of any Indemnifiable Loss but not, however, for all of the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for
the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding
any other provision of this Agreement, to the extent that Indemnitee has been
successful on the merits or otherwise in defense of any or all Claims relating
in whole or in part to an Indemnifiable Loss or in defense of any issue or
matter therein, including dismissal without prejudice, Indemnitee shall be
indemnified against all Expenses incurred in connection therewith.

8. Burden of Proof. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the Reviewing Party or court shall presume that
Indemnitee has satisfied the applicable standard of conduct and is entitled to
indemnification, and the burden of proof shall be on the Company to establish
that Indemnitee is not so entitled.

6

9. Other Presumptions. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court
approval) or conviction, or upon a plea of nolo contendere or its equivalent,
shall not create a presumption that Indemnitee did not meet any particular
standard of conduct or have any particular belief or that a court has determined
that indemnification is not permitted by applicable law. In addition, neither
the failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular
belief, nor an actual determination by the Reviewing Party that Indemnitee has
not met such standard of conduct or did not have such belief, prior to the
commencement of legal proceedings by Indemnitee to secure a judicial
determination that Indemnitee should be indemnified under applicable law shall
be a defense to Indemnitee153s claim or create a presumption that Indemnitee has
not met any particular standard of conduct or did not have any particular
belief. For purposes of any determination of Indemnitee153s entitlement to
indemnification or Advancement of Expenses hereunder, Indemnitee shall be
presumed to have acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to a criminal Claim, to have also had no reasonable cause to believe his
or her conduct was unlawful, if it is determined by the Reviewing Party that
Indemnitee153s actions were based on reliance in good faith (A) on the records or
books of account of the Company or another enterprise, including financial
statements, (B) on information supplied to Indemnitee by the officers of the
Company or another enterprise in the course of their duties, (C) on the advice
of legal counsel for the Company or the Board (or any committee thereof) or for
another enterprise or its board of directors (or any committee thereof), (D) on
information or records given or reports made by an independent certified public
accountant selected with reasonable care by the Company or the Board (or any
committee thereof) or by another enterprise or its board of directors (or any
committee thereof), or (E) on information, opinions or statements given or
reports made by any other person selected with reasonable care by the Company or
the Board (or any committee thereof) or by another enterprise or its board of
directors (or any committee thereof) as to matters Indemnitee reasonably
believes are within such person153s professional or expert competence. For
purposes of this Section 9, the term "another enterprise" means any other
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a manager, director, officer, employee or
agent. The provisions of this Section 9 shall not be deemed to be exclusive or
to limit in any way the other circumstances in which Indemnitee may be deemed or
found to have met the applicable standard of conduct set forth in this
Agreement. In addition, the knowledge and/or actions, or failure to act, of any
other manager, trustee, partner, managing member, fiduciary, officer, agent or
employee of the Company shall not be imputed to Indemnitee for purposes of
determining the right to indemnification hereunder.

10. Non-Exclusivity, Etc. The rights of Indemnitee hereunder shall be
in addition to any other rights Indemnitee may have under the Company153s
certificate of formation and LLC Agreement now or hereafter in effect, the
substantive laws of the State of Delaware, any other contract or otherwise
(collectively, "Other Indemnity Provisions"); provided, however, that (a) to the
extent that Indemnitee otherwise would have any greater right to indemnification
under any Other Indemnity Provision, Indemnitee shall be deemed to have such
greater right hereunder and (b) to the extent that any change is made to any
Other Indemnity Provision which permits any greater right to indemnification
than that provided hereunder as of the date hereof, Indemnitee shall be deemed
to have such greater right hereunder. No amendment to the Company153s certificate
of formation or LLC Agreement now or hereafter in effect shall be effective
vis- -vis Indemnitee to the extent the effect of such amendment would be to
deny, diminish or encumber Indemnitee153s right to indemnification hereunder or
under any Other Indemnity Provision.

7

11. Liability Insurance. To the extent the Company maintains an
insurance policy or policies providing directors153 and officers153 liability
insurance, Indemnitee shall be covered by such policy or policies, in accordance
with its or their terms, to the maximum extent of the coverage available for any
manager or officer of the Company. If, at the time of receipt of notice of a
Claim pursuant to the terms hereof, the Company has directors153 and officers153
liability insurance in effect, the Company shall give prompt notice of the Claim
to the insurers in accordance with the procedures set forth in the respective
policies.

12. Subrogation. In the event of payment hereunder, the Company shall
be subrogated to the extent of such payment to all of the related rights of
recovery of Indemnitee against other Persons (other than Indemnitee153s
successors). Indemnitee shall execute all papers reasonably required and shall
do everything that may be reasonably necessary to secure such rights, including
execution of such documents necessary to enable the Company to effectively bring
suit to enforce such rights.

13. No Duplication of Payments. The Company shall not be liable
hereunder to make any payment in connection with any Claim made against
Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, Other Indemnity Provisions or otherwise) of the
amounts otherwise indemnifiable hereunder.

14. Defense of Claims. The Company shall be entitled to participate in
the defense of any Claim or to assume the defense thereof, with counsel
reasonably satisfactory to Indemnitee; provided, however, that if
Indemnitee believes, after consultation with counsel selected by Indemnitee,
that (a) the use of counsel chosen by the Company to represent Indemnitee would
present such counsel with an actual or potential conflict of interest, (b) the
named parties in any such Claim (including any impleaded parties) include both
the Company and Indemnitee and Indemnitee concludes that there may be one or
more legal defenses available to him or her that are different from or in
addition to those available to the Company, or (c) any such representation by
such counsel would be precluded under the applicable standards of professional
conduct then prevailing, then Indemnitee shall be entitled to retain separate
counsel (but not more than one law firm plus, if applicable, local counsel in
respect of any particular Claim) at the Company153s expense. The Company shall not
be liable to Indemnitee hereunder for any amounts paid in settlement of any
Claim effected by Indemnitee without the Company153s prior written consent. The
Company shall not, without the prior written consent of Indemnitee, effect any
settlement of any threatened or pending Claim to which Indemnitee is or could
have been a party unless such settlement solely involves the payment of money
and includes a complete and unconditional release of Indemnitee from all
liability on all claims that are the subject matter of such Claim. Neither the
Company nor Indemnitee shall unreasonably delay, condition or withhold its or
his or her consent to any proposed settlement; provided, however,
that Indemnitee may withhold consent to any settlement that does not provide a
complete and unconditional release.

8

15. Successors and Binding Agreement.

(a) The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization (including the conversion or
reorganization of the Company into a corporation) or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to Indemnitee and his or her counsel,
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent the Company would be required to perform if no such
succession had taken place. This Agreement shall be binding upon and inure to
the benefit of the Company and any successor to the Company, including any
Person acquiring directly or indirectly all or substantially all of the business
or assets of the Company whether by purchase, merger, consolidation,
reorganization (including the conversion or reorganization of the Company into a
corporation) or otherwise (and such successor shall thereafter be deemed the
"Company" for purposes of this Agreement), but shall not otherwise be assignable
or delegable by the Company.

(b) This Agreement shall inure to the benefit of and be enforceable by
Indemnitee153s personal or legal representatives, executors, administrators,
successors, heirs, distributees, legatees and other successors.

(c) This Agreement is personal in nature and neither of the parties hereto
shall, without the consent of the other, assign or delegate this Agreement or
any rights or obligations hereunder except as expressly provided in Sections
15(a) and 15(b). Without limiting the generality or effect of the foregoing,
Indemnitee153s right to receive payments hereunder shall not be assignable,
whether by pledge, creation of a security interest or otherwise, other than by a
transfer by Indemnitee153s will or by the laws of descent and distribution, and,
in the event of any attempted assignment or transfer contrary to this Section
15(c), the Company shall have no liability to pay any amount so attempted to be
assigned or transferred.

16. Continuation of Indemnity. This Agreement shall be unaffected by
Indemnitee ceasing serve as a manager or officer of the Company or ceasing to
serve at the request of the Company as a manager, director, officer, employee or
agent of another corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise and shall continue for
so long as Indemnitee may have any liability or potential liability by virtue of
his or her service in such capacity, including the final termination of all
pending Claims in respect of which Indemnitee is granted rights of
indemnification or Advancement of Expenses hereunder and of any Claims commenced
by Indemnitee pursuant to this Agreement relating thereto, whether or not he or
she is acting or serving in such capacity at the time any liability or Expense
is incurred for which indemnification or Advancement of Expenses can be provided
hereunder.

17. Notices. For all purposes of this Agreement, all communications,
including notices, consents, requests or approvals, required or permitted to be
given hereunder shall be in writing and shall be deemed to have been duly given
when hand delivered or dispatched by electronic facsimile transmission (with
receipt thereof orally confirmed), or five business days after having been
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, or one business day after having been sent for next-day
delivery by a nationally recognized overnight courier service, addressed to the
Company (to the attention of the Secretary of the Company or, if the Company
does not at that time have a Secretary, the Board) and to Indemnitee at the
addresses shown on the signature page hereto, or to such other address as any
party may have furnished to the other in writing and in accordance herewith,
except that notices of changes of address shall be effective only upon receipt.

9

18. Governing Law; Submission to Jurisdiction. THE VALIDITY,
INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE STATE OF
DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS OF SUCH
STATE. ANY "ACTION OR PROCEEDING" (AS SUCH TERM IS DEFINED BELOW) ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR BROUGHT TO ENFORCE RIGHTS HEREUNDER SHALL BE
FILED IN AND LITIGATED SOLELY BEFORE THE COURT OF CHANCERY OF THE STATE OF
DELAWARE (OR, SOLELY TO THE EXTENT THE COURT OF CHANCERY DOES NOT HAVE SUBJECT
MATTER JURISDICTION, THE EXCLUSIVE JURISDICTION OF ANY OTHER STATE OR FEDERAL
COURT LOCATED IN THE STATE OF DELAWARE), AND EACH PARTY TO THIS AGREEMENT: (A)
GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF THE
AFORESAID COURT AND VENUE THEREIN, AND WAIVES TO THE FULLEST EXTENT PERMITTED BY
LAW ANY DEFENSE OR OBJECTION TO SUCH JURISDICTION AND VENUE BASED UPON THE
DOCTRINE OF "FORUM NON CONVENIENS;" AND (B) GENERALLY AND UNCONDITIONALLY
CONSENTS TO SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BY DELIVERY OF
CERTIFIED OR REGISTERED MAILING OF THE SUMMONS AND COMPLAINT IN ACCORDANCE WITH
THE NOTICE PROVISIONS OF THIS AGREEMENT. FOR PURPOSES OF THIS SECTION, THE TERM
"ACTION OR PROCEEDING" IS DEFINED AS ANY AND ALL CLAIMS, SUITS, ACTIONS,
HEARINGS OR OTHER SIMILAR PROCEEDINGS, INCLUDING APPEALS AND PETITIONS
THEREFROM, WHETHER FORMAL OR INFORMAL, GOVERNMENTAL OR NON-GOVERNMENTAL, OR
CIVIL OR CRIMINAL. THE FOREGOING CONSENT TO JURISDICTION SHALL NOT CONSTITUTE
GENERAL CONSENT TO SERVICE OF PROCESS IN THE STATE OF DELAWARE FOR ANY PURPOSE
EXCEPT AS PROVIDED ABOVE, AND SHALL NOT BE DEEMED TO CONFER RIGHTS ON ANY PERSON
OTHER THAN THE PARTIES TO THIS AGREEMENT.

19. Validity. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable) shall not in
any way be affected or impaired thereby; (b) such provision or provisions will
be deemed reformed to the extent necessary to conform to applicable law and to
give maximum effect to the intent of the parties hereto; and (c) to the fullest
extent possible, the provisions of this Agreement (including each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision or provisions held invalid, illegal or unenforceable.

10

20. Amendments, Etc. No provision of this Agreement may be waived,
amended or discharged unless such waiver, amendment or discharge is executed in
writing by both of the parties hereto. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of any other similar
or dissimilar provisions hereof, nor shall such waiver constitute a continuing
waiver.

21. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.
Only one such counterpart signed by the party against whom enforceability is
sought needs to be produced to evidence the existence of this Agreement.

22. Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. Headings of sections and paragraphs in this Agreement are
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction or interpretation thereof. Wherever the
words "include", "includes", or "including" are used in this Agreement, they
shall be deemed to be followed by the words "without limitation". Wherever the
word "hereunder" is used in this Agreement, it shall mean "under this
Agreement." Words denoting gender shall include all genders.

23. Miscellaneous. No agreements or representations, oral or
otherwise, expressed or implied with respect to the subject matter hereof have
been made by either party that are not set forth expressly in this Agreement.

11

IN WITNESS WHEREOF, Indemnitee has executed and the Company has caused its
duly authorized representative to execute this Agreement as of the date first
above written.